Articles of Incorporation & Bylaw Change - 2020
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION & BYLAWS
The change to the Articles of Incorporation:
- Is a change to the name and address of the cooperative. We are proposing to revert to the name Freeborn Mower Electric Cooperative. For many years, this was the official name until 1998 when it was changed to the current Freeborn-Mower Cooperative Services. We feel that returning to the original name highlights our core business and reflects the long history of success as a provider of electric service.
The change to the Bylaws:
- Will clarify the quorum language and will enable the cooperative to hold membership meetings via electronic means. Our current Bylaws do not allow this.
As we adapt to a world with health threats like COVID-19, we have learned that we must provide for an alternate style of meeting.
Our plan for the future, however, is to proceed with in-person meetings unless prohibited by certain circumstances.
The proposed changes to the Bylaws will also require sequential Articles to be renumbered.
Please look to our September issue of the County Lines newsletter for information about the changes.
Results will be announced at the rescheduled Annual Meeting on Tuesday, September 29, 2020
at the parking lot of Crossroad's Church, 3402 Hoeger Lane, Albert Lea MN.
The results will also be printed in the October 2020 County Lines Newsletter.
The text of the proposed amendments is as follows:
AMENDED ARTICLES OF INCORPORATION
ARTICLE 1. SECTION 1.
The name of this Cooperative shall be
Freeborn-Mower Cooperative Services Freeborn Mower Electric Cooperative.
ARTICLE 1. SECTION 3.
The principle place of business of this Cooperative is at
2501 Main Street East 3366 Bridge Avenue, Albert Lea, Minnesota 56007
ARTICLE II. SECTION 5. Quorum
A t least ten per cent (10%) of the total number of members present in person shall constitute a quorum for the transaction of business at all meetings of the members, so long as the total number of members does not exceed five hundred (500). When the total number of members i exceeds five hundred (500), not less than fifty (50) members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members. If an insufficient number of members is present to constitute a quorum, a majority of the members present may adjourn the meeting without further notice. In case of a joint membership the presence at a meeting of either spouse, or both, shall be regarded as the presence of one member.
Removal of the following:
ARTICLE IV SECTION 6. Conference Communications Any or all directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section 6 shall be deemed present in person at the meeting, and the place of the meeting shall be the place of origination of the conference communications.
Insertion of new text to become ARTICLE VI. ELECTRONIC MEETINGS
Not withstanding anything contained in these bylaws, for any meeting of the members called under Article 2, any meeting of the Board, or any other meeting of the Members, Board of Directors, or any committee thereof, the Board may determine that the meeting be held in person, by means of telephonic, electronic, or other communications facility, or some combination thereof, that permits all participants to communicate adequately with each other during the meeting. In the event such a meeting is to be held, the Board shall, notwithstanding anything contained in these bylaws, establish the procedures for the conduct thereof including, without limitation, the procedures for voting by telephonic, electronic, or other communication facility. Participation in a meeting telephonically, electronically, or by other remote communications facility shall constitute that person’s presence at the meeting for purposes of establishing a quorum.