Caddo Electric Foundation

By Laws

ARTICLE I

NAME OF ORGANIZATION

     The name of the corporation shall be the Caddo Electric Foundation, Inc., hereinafter referred to as “Corporation”.

ARTICLE II

PURPOSE OF ORGANIZATION

     The purpose of the Corporation shall be the accumulation and disbursement of funds for charitable purposes in the service area of Caddo Electric Cooperative. Upon dissolution of the Corporation, any remaining funds shall be distributed only for charitable purposes.

ARTICLE III

FUNDING

     The Corporation shall be funded by such rules and regulations as may be promulgated by the Board of Directors of Caddo Electric Cooperative and from any other source of funds available to the said Trust.

ARTICLE IV

BOARD OF DIRECTORS

     The Corporation shall be administered by a nine (9) person Board of Directors. The initial Board of Directors shall be comprised of nine (9) persons, one each residing within the boundaries of each Board District of Caddo Electric Cooperative, who shall serve until the first annual meeting.

         At the first annual meeting of the Board of Directors, the members of the Board shall by lot draw for terms of office of one (1), two (2) and three (3) years. Thereafter, the terms of office for each Board member shall be for a period of three (3) years. A Board member may serve unlimited terms of office but shall be reappointed to the Board after the completion of each three (3) year term. Reappointment shall occur by majority vote of the Caddo Electric Cooperative Board of Trustees.

ARTICLE V

QUALIFICATIONS OF BOARD MEMBERSHIP

     A Board member of the Corporation shall be at least eighteen (18) years of age, a permanent resident of the Board District from which he is chosen and of good moral character. It shall not be necessary for members of the Board of Directors of the Corporation to be members of Caddo Electric Cooperative. No person seeking or holding a seat on the Board of Trustees of Caddo Electric Cooperative shall serve as a member of the Corporation Board.

ARTICLE VI

SELECTION OF BOARD OF DIRECTORS

     The initial Board of Directors shall be designated by the Board of Trustees of Caddo Electric Cooperative. Thereafter, when vacancies are to be filled or when terms expire, persons shall be named to their respective vacancies on the said Board of Directors by a vote of the Board of Trustees of Caddo Electric Cooperative. The existing Board of Directors of the Corporation may make recommendations to the Board of Directors of Caddo Electric Cooperative for nominees for the Corporation Board.

ARTICLE VII

COMPENSATION FOR DIRECTORS

     No Director shall receive compensation for serving on the Board of Directors of the Corporation. Such Board members may, however, be reimbursed for mileage and out of pocket expenses incurred while on the business of the Corporation when such business is sanctioned by the board of Directors of said Corporation.

ARTICLE VIII

MEETING OF THE BOARD OF DIRECTORS

A.   REGULAR MEETING: The Board of Directors of the Corporation shall meet not less than quarterly at a place designated by the Board. The Board of Directors may meet at such other times as they may deem at their discretion to be necessary.

B.   SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President or by any three (3) Directors and it shall thereupon be the duty of the Secretary to cause a Notice of such meeting to be given as hereafter provided. The Chairman or Directors calling such meetings shall fix the time and place.

C.   ANNUAL MEETINGS: Annual meetings of the Board of Directors of the Corporation shall be held annually at a time and place to be designated by the Board of Directors.

D.   NOTICE OF DIRECTORS MEETINGS: Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered to members of the Board not less then five (5) days prior thereto, either personally, by mail, or at the direction of the Sectary, and upon default in that duty by Secretary, then by the Chairman of the Directors calling for such meeting.

ARTICLE IX

QUORUM

     A Majority of the Board of Directors shall, unless otherwise designated in these articles, constitute a quorum. In the event that less than a majority of the Board of Directors is present at any meeting, the majority of those Directors present may adjourn the meeting and designate a place and time for the next meeting, under which circumstances the Secretary shall notify the absent members of the place and time of the next meeting.

ARTICLE X

REMOVAL OF MEMBER OF BOARD

     Any member of the Board of Directors of the Corporation shall automatically cease to be a member of said Board if and in the event such member misses three (3) successive “regular” meetings as outlines in Section “A” of Article VIII of these By-laws. Any members of the Board of Directors of the Corporation may otherwise be removed with or without cause from the Board by a two-thirds (2/3) vote of the entire Board of Directors of the Corporation.

ARTICLE XI

OFFICERS OF THE CORPORATION

     The Officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as may be determined by the Board from time to time.

ARTICLE XII

ELECTION OF OFFICERS AND TERMS OF OFFICE

     The officers shall, by secret ballot be elected annually by the Board of Directors at a meeting of the Board of Directors held on an annual basis after the initial organizational meeting.

     The terms of office shall be for one (1) year, however, nothing shall prevent an officer from being
re-elected to consecutive terms of office.

ARTICLE XIII

EX OFFICIO MEMBERS OF BOARD OF DIRECTORS

     The President of Caddo Electric Cooperative shall be an ex officio member of the Board of Directors of the Corporation. The Corporation may from time to time have other such ex officio members as the Board of Directors may in its discretion determine as necessary or prudent.

ARTICLE XIV

POLICIES, RULES AND REGULATIONS

     The Board of Directors of the Corporation shall have the power to make and adopt such rules and regulations, not inconsistent with the law, the Articles of Incorporation or these By-Laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Corporation.

ARTICLE XV

DUTIES OF OFFICERS

A.   PRESIDENT: The President shall be the principal executive officer of the Corporation and, unless otherwise determined by the Board of Directors, shall preside at all meetings of the Board of Directors and in general perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

B.   VICE-PRESIDENT: In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.

C.   SECRETARY: The Secretary shall be responsible for the keeping of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; be responsible for seeing that all notices are duly given in accordance with these By-Laws or as required by Law; be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all necessary documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; have general charge of the books of the Corporation; be responsible for the keeping on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Corporation containing all amendments thereto; and, in general, perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

D.   TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Trust; be responsible for the receipt of and the issuance of receipts for monies due and payable to the Corporation from any source whatsoever, and for the deposit of all such monies in the name of the Corporation in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; and in general perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

E.   EXECUTIVE COMMITTEE: The Corporation shall have an Executive Committee, composed of the President, Vice-President, Secretary, and Treasurer, who shall have the duties authorized by these By-Laws and as may be subsequently authorized by resolutions adopted and authorized by the Board of Directors.

ARTICLE XVI

CHECK SIGNING

     Any and all checks issued by the Corporation for any purpose, shall be signed by two (2) officers or one (1) officer and one (1) such other person or two (2) such other persons as may be designated by the Board of Directors as having check signing authority.

ARTICLE XVII

DISBURSEMENT OF FUNDS

     Except as otherwise provided by these By-Laws, the Board of Directors of the Corporation shall have the full and sole responsibility for the disbursement of all monies of the Corporation in accordance with these By-Laws and the policies as adopted by the Board of Directors.

Prior to the consideration by the Board of Directors of the Corporation, of any disbursement, member(s) of the Board of Directors of the Corporation shall disclose and explain any personal and/or business interest, connection, kinship, or other association he or she has with the person, family, group, corporation or other entity under consideration for funding by the Corporation.

     Such member shall, if requested by the Chairman or any three (3) members of the Board of Directors of the Corporation, excuse himself or herself from the meeting and not participate in the discussion of or voting on the disbursement.

     If no request is made that the interested director excuse himself or herself from the meeting, then and in that event, said director may participate in the discussion of the disbursement but shall not vote on the disbursement.

ARTICLE XVIII

ACCUMULATION OF FUNDS

     Caddo Electric Cooperative shall transfer funds collected by it for the benefit of the Corporation on a regular basis, but in no event less than quarterly. The Corporation may also solicit and accept contributions from other sources as deemed appropriate by its Board of Directors.

ARTICLE XIX

INVESTMENT OF FUNDS

     The Board of Directors of the Corporation shall be responsible for the funds entrusted to it and shall make such investment of said funds in a manner which is reasonable and prudent and in keeping with these By-Laws and the policies of the Corporation.

ARTICLE XX

AMENDMENT OF BY-LAWS

     These By-Laws may be altered, amended or repealed by the Board of Directors of Caddo Electric Cooperative at any regular meeting of said Board after at least ten (10) days notice. The Board of Directors of the Corporation may make advisory recommendations to the Board of Directors of Caddo Electric Cooperative.

ARTICLE XXI

ACCOUNTING SYSTEM AND REPORTS

     The Board of Directors of the Corporation shall cause to be established and maintained a complete accounting system such that is in keeping with sound financial management and furthermore the Board of Directors of the Corporation shall make reports to the Board of Directors of Caddo Electric Cooperative on the operation and expenditures of the Corporation as may be necessary and prudent, but in no case less than annually.

ARTICLE XXII

POLITICAL CONTRIBUTIONS

     No funds of the Corporation shall in any fashion be used to support any candidate for political officer or for any political purpose.

ARTICLE XXIII

BORROWING FUNDS

     The Corporation shall not have the authority to borrow monies from any bank, savings and loan or other institutions for any purpose.

ARTICLE XXIV

EMERGENCY EXPENDITURE

     The Executive Committee of the Corporation by a vote of at least three (3) of its members may from time to time make expenditures on an emergency basis, in accordance with these By-Laws; and policies adopted by the Board of Directors of the Corporation; and in accordance with the purpose of this Corporation, in an amount not exceeding ONE THOUSAND AND NO/100 ($1,000.00) DOLLARS, to any person, family, group or organization.

     Such emergency expenditure shall be fully disclosed by the Executive Committee at the next regularly called meeting of the Board of Directors of the Corporation.

ARTICLE XXV

AMOUNT OF EXPENDITURES

     UNLESS otherwise provided by these By-Laws and in keeping with the purpose of this trust the Board of Directors of the Corporation may make annual expenditures of Corporation funds by majority vote of members present at a meeting and constituting a quorum according to the following rules:

a)   Not more than TWO THOUSAND, FIVE HUNDRED AND NO/100 ($2,500.00) DOLLARS, annually to any individual.

b)   Not more than TEN THOUSAND AND NO/100 ($10,000.00) DOLLARS, annually to any family unit, group, organization, charity or like organization.

ARTICLE XXVI

EXPENDITURES EXCEEDING TEN THOUSAND
AND NO/100 ($10,000.00) DOLLARS

     Notwithstanding any other provision of these By-Laws the Board of Directors of the Corporation may, by a two-thirds (2/3) vote of the entire Board of Directors make expenditures in any amount to any person(s); family unit, group, organization, charity or like organization which such members determine is in keeping with the purpose and spirit of the Corporation and these By-Laws.

ARTICLE XXVII

RETENTION OF FUNDS

     Until such time as there exists a sum of money, including earned interest, in an amount of not less than FIFTY THOUSAND AND NO/100 ($50,000.00) DOLLARS within the Trust, no expenditures exceeding ninety-five (95%) percent of the annual contributions, from whatever source derived, may be disbursed or otherwise disposed of for any purpose. Thereafter the Board of Directors of the Corporation may in its discretion and in accordance with other dictates imposed by these By-Laws expend any and all monies saving and excepting five percent (5%) of the previous years total contributions or FIVE THOUSAND AND NO/100 ($5,000.00) DOLLARS, whichever is less.

ARTICLE XXVII

PROXY VOTING

     There shall not exist proxy voting at any meeting of the Board of Directors of the Corporation.

ARTICLE XXVIII

AUDIT

     The Board of Directors of the Corporation shall on an annual basis cause the books and records of the Corporation to be audited by a certified public accountant and a report in keeping with sound accounting principles be issued to the Board of Directors of the Corporation and the Board of Directors of Caddo Electric Cooperative.

ARTICLE XXIX

FISCAL YEAR

     The Fiscal Year of the Corporation shall commence on the 1st day of January of each calendar year and end on the 31st day of December of each calendar year.

ADOPTED:  OCTOBER 8, 2009