August 9, 2019
Dear Black Warrior EMC Members,
For the last two years Black Warrior EMC was able to obtain a quorum at our Annual Meetings thanks to mail balloting. The membership’s adoption of a new set of Bylaws back in 2017 allowed your Board of Trustees to pass a resolution that permits mail balloting. Trustee elections and any other business can be conducted.
Our service territory is much too widespread to accommodate easy travel for everyone to attend regardless of where the meeting is held. Mail balloting by members in good standing allows full democratic participation in the election process. At our Annual Meeting last year 2,816 members voted by mail. An additional 14 members cast their ballot in person.
The Board of Trustees has set November 8, 2019 for this year’s Annual Meeting of Members. This is NOT the official notice of the Annual Meeting since the bylaws require the notice be given not more than sixty (60) or less than ten (10) days prior to the meeting (Article III Section 3.03).
Alabama Law requires a Record Date by which to determine the members who will receive the official notice and packet of information. Pursuant to Article III, Section 3.07 of the Bylaws, the Board of Trustees fixed the Record Date at sixty (60) days prior to the Annual Meeting and adopted Policy Bulletin 31, which provides a “clear definition and understanding of the process for establishing the Record Date, quorum and determination of members considered in ‘Good Standing’ and not in the status of suspension as provided in Sections 1.02, 2.01, 3.04, 3.05, and 3.07 of the Bylaws of Black Warrior Electric Membership Corporation (BWEMC).” Accordingly, the Record Date for 2019 is Monday, September 9, 2019.
Please be reminded that in order to be eligible to receive the Official Notice of the Black Warrior EMC Annual Meeting and the packet containing important instructions and materials and to be counted in a quorum, a member is required to be active, unsuspended and in “Good Standing” as defined in the references above. Members who are not current in payment on September 9, 2019, will not receive any further notice or be included in the quorum. So, please don’t forget!
BLACK WARRIOR EMC BOARD OF TRUSTEES
Subject: Record Date, Members Entitled to Vote at Annual Meetings and Determination of Members in Good Standing and Not in the Status of Suspension
Issue Date: June 16, 2017
To provide a clear definition and understanding of the process for establishing the Record Date, quorum and determination of members considered in “Good Standing” and not in the status of suspension as provided in to Sections 1.02, 2.01, 3.04, 3.05 and 3.07 of the Bylaws of Black Warrior Electric Membership Corporation (BWEMC).
1. Record Date. Members Entitled to Vote at Annual Meetings.
(a) Section 1.02 of the BWEMC Bylaws provide that by application for membership the applicant agrees to comply with and be bound by the Membership Obligations that are defined in the Bylaws as compliance with Bylaws, rules, regulations, rate classifications and rate schedules established pursuant to the power vested in the Board of Trustees by the Bylaws.
(b) In accordance with Section 3.07 of the Bylaws of BWEMC, unless the Board of Trustees designates a different Record Date, the Record Date for determining the quorum, members entitled to vote at a member meeting and the members who will be entitled to receive the notice of the meeting of members will be sixty (60) days prior to the member meeting; provided, however, that if the Record Date falls on a Saturday or Sunday or holiday observed by the Cooperative, the Record Date shall be the next day that the Cooperative is open for business.
(c) Pursuant to Section 3.04 of the Bylaws of BWEMC, the quorum that must be met will be determined as five percent ( 5%) of the total members who are active members who are in good standing and not suspended on the Record Date.
( d) An active member is in good standing and not suspended when the member is in full compliance with all the Membership Obligations as defined in Section 1.02 of the Bylaws of BWEMC.
(e) Section 3.05 of the BWEMC Bylaws states that each member who is not in the status of suspension as provided for in Section 2.01 of such Bylaws shall be entitled to one (1) vote and no more; subject, however, to the requirements in Section 3.07 of such Bylaws that the member is in good standing on the Record Date as provided in Section 3.07 of the Bylaws of BWEMC.
2. Determination of Members in Good Standing and Not in the Status of Suspension.
(a) Section 2.01 of the BWEMC Bylaws states that failure of a member to make payments when due or is otherwise not in compliance with a Membership Obligation automatically becomes a suspended member.
(b) The record of “non-suspended members in good standing” will include payments made on the Record Date in person or by hand at any of the Black Warrior EMC offices or depositories on the date of record regardless of when the credit is applied to the member’s account.
(c) Payments to members’ accounts received by US Postal Service, bank drafts or other ACH methods the day following the Record Date will be credited toward a member’s “Good Standing”.
(d) Pursuant to Section 4.07 (Voting for Trustees), in the election of Trustees, each member who was a member in good standing on the Record Date shall be entitled to vote in each election of a Trustee.
(e) Members in good standing will also include members who have received service on or before the Record Date, but have not been presented their first bill, provided that the member is in compliance with all of the Membership Obligations.
June 16, 2017