ARTICLE XI - Miscellaneous

ARTICLE XI - Miscellaneous

SECTION 9.1 – Bylaw Amendments

These Bylaws may be altered, amended, or repealed and new Bylaws adopted by the Board of Directors at any regular meeting or at any special meeting called for such purpose.

Bylaws made by the Board of Directors may be repealed or changed and new Bylaws made by the Members and the Members may prescribe that any Bylaw made by them shall not be altered, amended, or repealed by the Directors.

SECTION 9.2 – Rules of Order

Unless the Board determines otherwise, and to the extent consistent with Law, the Articles, and these Bylaws, all:

A. Member Meetings;

B. Board Meetings;

C. Member Committee meetings; and

D. Board Committee meetings are governed by the latest edition of Robert’s Rules of Order: Revised 75th Anniversary Edition, Copyright 1943, 1951, by Isabel H. Robert.

SECTION 9.3 – Fiscal Year

The Board shall determine, and may modify, the Cooperative’s fiscal year.

SECTION 9.4 – Notice 

In these Bylaws:

A. Notice Type. Unless otherwise provided in these Bylaws, notice may be:

  1. Oral or written; and
  2. Communicated:

a. In person;

b. By telephone, telegraph, teletype, facsimile, electronic communication, or other form of wire or wireless communication;

c. By mail or private carrier;

d. In “Cooperative Living”; or

e. If the above-listed forms of communicating notice are impractical, then by:

  1. A newspaper of general circulation in the area where published; or
  2. Radio, television, or other form of public broadcast communication.

If addressed, or delivered, to an address shown in the Cooperative’s records, then a written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to Members constitutes a written notice or report to all Members:

(a)Residing at the address; or

(b)Having the same address shown in the Cooperative’s records.

B. Notice Effective Date. If communicated in a comprehensible manner, then unless otherwise provided in these Bylaws:

  1. Oral notice is effective when communicated; and
  2. Written notice is effective upon the earliest of:

a. When received;

b. With the postmark evidencing deposit in the United States Mail, if correctly addressed and:

  1. Mailed with first class postage affixed, then five (5) days after deposit in the United States Mail; or
  2. Mailed with other than first class, registered, or certified postage affixed, then thirty (30) days after deposit in the United States Mail; or

c. If sent by registered or certified mail, return receipt requested, and if the return receipt is signed by, or on behalf of, the addressee, then on the date indicated on the return receipt.

Written notice is correctly addressed to a Member if addressed to the Member’s address shown in the Membership List.

SECTION 9.5 – Governing Law

These Bylaws must be governed by, and interpreted under, the laws of the Commonwealth of Virginia.

SECTION 9.6 – Titles and Headings

All titles and headings of Bylaw articles, sections, and sub-sections are for convenience and reference only, and do not affect the interpretation of any Bylaw article, section, or sub-section.

SECTION 9.7 – Partial Invalidity

When reasonably possible, every Bylaw article, section, sub-section, paragraph, sentence, clause, or provision (collectively, “Bylaw Provision”) must be interpreted in a manner by which the Bylaw Provision is valid. The invalidation of any Bylaw Provision by any entity possessing proper jurisdiction and authority, which does not alter the fundamental rights, duties, and relationship between the Cooperative and Members, does not invalidate the remaining Bylaw Provisions.

SECTION 9.8 – Cumulative Remedies

The rights and remedies provided in these Bylaws are cumulative. The Cooperative or any Member asserting any right or remedy provided in these Bylaws does not preclude the Cooperative orMember from asserting other rights or remedies provided in these Bylaws.

SECTION 9.9 – Successors and Assigns

To the extent allowed by Law:

A. The duties, obligations, and liabilities imposed upon the Cooperative or any Member by these Bylaws are binding upon the successors and assigns of the Cooperative or Member; and

B. The rights granted to the Cooperative by these Bylaws inure to the benefit of the Cooperative’s successors and assigns.

The binding nature of the duties, obligations, and liabilities imposed by these Bylaws upon the successors and assigns of the Cooperative and anyMember does not relieve the Cooperative or Member of the duties, obligations, and liabilities imposed by these Bylaws upon the Cooperative or Member.

SECTION 9.10 – Waiver

The failure of the Cooperative to assert any right or remedy provided in these Bylaws does not waive the right or remedy provided in these Bylaws.

SECTION 9.11 – Lack of Notice

To the extent allowed by Law and the Articles, the failure of anyMember orDirector to receive notice of anyMeeting, action, or vote does not affect, or invalidate, any action or vote taken by the Members or Board.

SECTION 9.12 – Subscription to Cooperative Living

The Board of Directors shall be empowered and authorized, on behalf of and for circulation to the individual Members of the Cooperative, to subscribe to “Cooperative Living.” The yearly subscription rate per Member for such magazine shall not exceed ten dollars ($10.00), and the subscription shall be paid for each Member by the Cooperative from any funds accruing in each Member’s favor so as to reduce such funds in the same manner as would any other expense of the Cooperative.

SECTION 9.13 – Subsidiaries

A&N Electric Cooperative may establish a wholly-owned subsidiary. The purpose for which the subsidiary is formed is to transact any and all lawful business permitted under Virginia State Statute, including but not limited to business ventures and operations as the Cooperative shall deem fit, and such other business not required to be specifically stated in these Bylaws.

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