BYLAWS OF THE
ENERGY COOPERATIVE OF VERMONT, INC.
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Enacted per Board Resolution of 03/08/01
Section
1.1 - Name. The name of the organization
is Energy Cooperative of Vermont, Inc., dba Energy Co-op of Vermont.
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Section
1.2 - Purposes. The purposes
for which the Cooperative is formed are: (i) 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; (ii) 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; (iii) 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;
(iv) to facilitate the provision of home services related to comfort,
health and safety, telecommunication and home automation to the patrons
of the Cooperative; and (v) 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 owners of its common shares as patrons of its goods
and services.
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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.
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Section1.4
- 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.
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Article
II: Ownership
Section
2.1 - Eligibility and admission. Ownership
in the Cooperative 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
purchasing or subscribing to purchase one or more common shares at a
price determined by the Board of Directors, which price may vary between
classes of ownership. 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.
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Section
2.2 - Classes of ownership. Ownership
shall be of three classes: (i) individuals and households ("consumer owners");
(ii) businesses that are operated on a cooperative or nonprofit basis
("business owners"); and (iii) 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.
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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. Before being admitted to ownership,
or contemporaneously with such admission, each applicant shall be provided
with a copy of these bylaws and a written statement of the significance
of the consent provision in Section 8.5 hereof. 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.
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Section
2.4 - Responsibilities. Each owner
shall purchase goods or services from the Cooperative on at least an
annual basis, and shall keep reasonably current in payment of the share
purchase requirement described in Section 2.1 above. 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.
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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.
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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.
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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.
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Section
2.8 - Termination. Ownership may
be terminated voluntarily by an owner at any time upon notice to the
Cooperative. 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.
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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.
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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 the business to be brought before the meeting.
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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.
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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.
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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.
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Section
3.6 - Lists of owners. After the
record date for notice of a meeting, the Cooperative shall prepare an
alphabetical list of owners entitled to notice plus a list of owners,
if any, who are entitled to vote at the meeting but not entitled to
notice of the meeting. Such list or lists shall include the names and
addresses of owners and the number of votes entitled to be cast by each
owner. Within two days after giving of notice and continuing through
the time of the meeting, such list shall be made available for inspection
by owners for a proper purpose.
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Section
3.7 - 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.
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Section
3.8 - Voting. At all meetings of
owners, each consumer and organizational owner shall have one and only
one vote on each issue submitted to a vote of owners. Each business
owner shall be entitled to cast no less than one nor more than nine
votes in accordance with a schedule relating their annual purchases
to the number of votes, as determined by the Board of Directors. 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.
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Section
3.9 - 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 number
of responses needed to meet the quorum requirement, the requirements
necessary to approve each matter other than election of directors, and
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.
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Section
3.10 - 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.
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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.
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Section
4.2 - Number and qualifications. The
Board shall consist of seven 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 perspective members.
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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. At the first annual meeting and periodically
thereafter as may be necessary, directors shall be elected for specific
one or two year terms in order to assure that no more than four terms
expire in each year. At other times directors shall be elected for terms
of two years. Directors shall hold office until their successors are
elected or until their offices are terminated sooner in accordance with
these bylaws.
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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.
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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.
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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.
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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.
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Section
4.8 - Indemnification. The Cooperative
shall indemnify its current and former directors to the maximum extent
permitted under the 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.
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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 Chairman, Secretary and Treasurer. No committee
shall operate to relieve the Board of any of its legal responsibilities
in the oversight of the Cooperative.
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Section
4.10 - Termination. The term of office
of a director may be terminated prior to its expiration in any of the
following ways: (i) voluntarily by a director upon notice to the Cooperative;
(ii) automatically upon termination of ownership in the Cooperative;
(iii) by action at a meeting of owners whenever the best interests of
the Cooperative would thereby be served, or (iv) 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.
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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.
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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.
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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.
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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.
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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.
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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.
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Section
5.6 - Open meetings. Meetings of
the Board and all committees shall be open to owners. Sessions of a
meeting may be closed only to consider one or more of the following
issues:
(a) legal matters, including, but
not limited to, contracts, labor relations, agreements with employees,
arbitration, mediation, grievances, civil actions, or prosecutions by
the state;
(b) competitively sensitive matters, including,
but not limited to, topics or information of such a nature
(i) that if in the
hands of a competitive entity, including, but not limited to, the
Cooperative, that entity could reasonably believe that public disclosure
of the information could cause the entity competitive or financial
harm; or
(ii) that such an entity could reasonably
believe to be proprietary, privileged, confidential, or in the nature
of a trade secret;
(c) customer-specific matters that
(i) communicate characteristics, qualifications,
background information, or other descriptive attributes associated
with a single customer, and
(ii) specifically identify that customer using one or more unique
references, including, but not limited to, customer name, mailing
address, telecommunication numbers or addresses, designations of physical
location, or account numbers; or
(d) personnel matters, including, but not limited to, the employment, evaluation, compensation, disciplining, or dismissal of an employee.
Attendance in closed session shall be limited
to the Board, key management, and, in the discretion of the Board, other
staff, clerical assistants and legal counsel, and persons who are subjects
of the discussion or whose information is needed. Such closed session
shall be for purposes of discussion only, and no decisions shall be
made in closed session. Owners may otherwise be excluded only for cause.
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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.
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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.
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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:
(a)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;
(b) 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;
(c) 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
(d) 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.
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Article VII: Capital Stock
Section
7.1 - Issuance and terms. Common shares
having a par value of $10 per share shall only be issued to, and may only
be held by, persons who are eligible for and admitted to ownership in
the Cooperative. Such shares shall be issued only upon full payment of
their issuing price which shall not be less than their par value. 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.
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Section
7.2 - Certificates. Owners shall be
entitled to receive certificates evidencing their holdings. Certificates
shall be signed by one or more officers of the Cooperative, and shall
be numbered and registered. Any or all of the signatures on certificates
may be facsimile. In case any officer who has signed or whose facsimile
signature has been placed on the certificate shall have ceased to be such
officer before the certificate is issued, it may be issued by the Cooperative
with the same effect as if such person were an officer at the date of
issue. The Cooperative may issue a replacement certificate for any certificate
alleged to have been lost, stolen or destroyed without requiring the giving
of a bond or other security against related losses.
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Section
7.3 - Redemption. Upon request following
termination of ownership, common shares shall be redeemed when replacement
capital is secured from other owners. To the extent of amounts due and
payable to the Cooperative, common shares shall be redeemable upon filing
of a bankruptcy petition by or against an owner. Common shares may also
be redeemed under extraordinary circumstances approved by the Board of
Directors. Shares shall be redeemable at the lesser of their carrying
value on the books of the Cooperative or their net book value, less a
reasonable processing fee, if any, as determined by the Board. No redemption
shall be made when such payment would impair the ability of the Cooperative
to meet its other obligations as they become due in the usual course of
its activities or would cause the Cooperative's total assets to be less
than its total liabilities. Reapplication for ownership following redemption
of common shares shall be subject to repayment of redemption proceeds
or a waiting period or both as determined by the Board.
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Section 7.4
- Lien and offset. The Cooperative
shall have a first lien on all common shares for amounts otherwise due
and payable to the Cooperative by the owner. The Cooperative may, at any
time after such amounts remain due and payable for thirty days, offset
such amounts against accumulated payments for shares. Such offset may
not be effected by the owner or by anyone acting in the right of the owner.
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Article VIII: Patronage Dividends
Section
8.1 - Allocations to owners. In order
to assure that it will operate on a nonprofit basis relative to its transactions
with owners, the Cooperative shall allocate and distribute to its owners
its adjusted net savings from business done with them in the manner set
forth in this Article. Any allocations of such a nominal amount as not
to justify the expenses of distribution may, as determined by the Board,
be excluded from distribution provided that they are not then or later
distributed to other owners.
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Section
8.2 - Adjusted net savings. In determining
amounts distributable to owners, the net savings of the Cooperative derived
from the excess or deficit of revenues over costs and expenses shall first
be determined in accordance with generally accepted accounting principles.
Such net savings shall then be reduced by amounts not attributable to
business done with owners, by other amounts which are not allowable under
federal tax laws and by such reasonable reserves for necessary business
purposes as may be determined by the Board.
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Section
8.3 - Basis of allocation. Adjusted
net savings shall be allocated to each owner in the proportion that such
owner's patronage bears to the total of all owner patronage during the
fiscal year. Patronage shall be understood to mean goods and services
purchased from the Cooperative and shall be measured in terms of its dollar
amount.
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Section
8.4 - Distribution and notice. Patronage
dividends shall be evidenced by written notices of allocation delivered
to recipient owners within eight months and fifteen days following the
close of the fiscal year. Written notices shall state the dollar amount
of the allocation which constitutes a "patronage dividend" within the
meaning of federal tax laws. Such written notices for each fiscal year
may, as determined by the Board, be made either "qualified" or "nonqualified,"
within the meaning of federal tax laws. All qualified notices, except
those subject to Section 8.8 hereof, shall be accompanied by checks in
an amount determined by the Board which must be at least twenty percent
of the total allocation.
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Section
8.5 - Consent of owners. By obtaining
or retaining ownership in the Cooperative, each owner shall thereby consent
to take into account, in the manner and to the extent required by Section
1385 of the Internal Revenue Code, the stated dollar amount of any qualified
written notice of allocation in the taxable year in which such notice
is received.
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Section
8.6 - Retained amounts. Patronage
dividends not currently distributed by check shall be credited or charged
to revolving capital accounts in the names of recipient owners. Retained
patronage dividends shall accrue no dividend or interest, and shall not
be transferable or assignable except with the express consent of the Cooperative.
The Cooperative shall have a first lien on retained patronage dividends
for amounts otherwise due and payable to the Cooperative by the owner.
The Cooperative may, at any time after such amounts remain due and payable
for thirty days, offset such amounts against retained patronage dividends
to the extent such amounts may exceed accumulated payments for shares.
Such offset may not be effected by the owner or by anyone acting in the
right of the owner.
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Section
8.7 - Redemption. Retained patronage
dividends that are no longer needed for capital purposes of the Cooperative
may be redeemed in such amounts and at such times as may be determined
by the Board of Directors. At that time they shall be redeemed only
in the order of the oldest outstanding amounts and only on a ratable
basis among such amounts for each fiscal year. Retained patronage dividends
shall be redeemed at their carrying value on the books of the Cooperative
or their net book value, whichever is lesser.
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Section
8.8 - Allocation of net loss. In the
event the Cooperative shall incur a net loss in any fiscal year, such
loss may be charged against retained savings or other unallocated equity
accounts. If the net loss exceeds such amounts, or in any event if the
Board so determines, the amount of such loss may either be carried forward
to offset adjusted net savings of subsequent fiscal years or allocated
to owners in the same manner as for adjusted net savings except that such
allocation shall not exceed the total of invested capital. Any such allocated
net loss shall be charged first against retained patronage dividends of
prior fiscal years and then against patronage dividend allocations of
subsequent fiscal years. Allocated net losses which are not so offset
may be charged against the carrying value of shares only upon termination
of ownership. Allocated net losses shall not otherwise be assessed to
or collected from owners.
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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.
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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.
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Section
9.3 - Bonding. All employees, officers and other agents who handle funds or securities of the Cooperative shall be covered by bonds of indemnity for faithful performance of duties in such amounts and on such terms as may be determined by the Board of Directors. Premiums on all such bonds shall be paid by the Cooperative.
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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.
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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.
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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.
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EXPLANATION
OF PATRONAGE DIVIDEND CONSENT PROVISION
The Energy Cooperative of Vermont is under
a legal obligation to distribute patronage dividends to its owners.
The distribution of patronage dividends is a means by which the net
earnings (or "net savings") of the Cooperative from business done with
owners is returned to them in proportion to their purchases from the
Cooperative. This serves to ensure that the Cooperative operates on
a cost basis in its transactions with owners. The rules and procedures
for patronage dividends are set forth in detail in Article VIII of the
Cooperative's bylaws.
In order to deduct patronage dividends from its taxable income, the Cooperative is required by federal tax law to obtain the consent of its owners to include such amounts in their gross incomes under certain circumstances. The Cooperative has chosen to obtain this consent through its bylaw Section 8.5. Under this bylaw provision mere obtaining or retention of ownership in the Cooperative in itself constitutes the required consent.
In effect, bylaw Section 8.5 represents your implied consent to include your patronage dividend in your gross income if and when you are required to do so under federal tax law. But federal tax law provides that patronage dividends are not taxable to recipients if they are "attributable to personal, living, or family items." (Internal Revenue Code sec. 1385(b)). For the vast majority of owners whose purchases from the Cooperative are for personal or family use, patronage dividends will therefore be nontaxable to them. Patronage dividends will be taxable to owners only to the extent that the owners use of the Cooperative's services is related to the conduct of a business operation or to transactions entered into for profit.
The foregoing explanation, which is required
under federal income tax law, is distributed with the understanding
that neither the Cooperative nor any person associated with it is thereby
engaged in rendering legal, accounting, or other professional services.
If legal advice or other expert assistance is required, the services
of a competent professional person should be sought.
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