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ARTICLES OF INCORPORATION OF PAUL BUNYAN RURAL TELEPHONE COOPERATIVE BEMIDJI, MINNESOTA

AMENDED AND RESTATED BY-LAWS OF THE
PAUL BUNYAN RURAL TELEPHONE COOPERATIVE
Bemidji, Minnesota

The Bylaws of Paul Bunyan Rural Telephone Cooperative are amended and restated as follows:

ARTICLE I

MEMBERSHIP

SECTION 1.  Requirements for Membership.  Any person, firm, association, corporation, limited liability company, or body politic or subdivision, thereof will become a member of PAUL BUNYAN RURAL TELEPHONE COOPERATIVE (hereinafter called the “Cooperative”) upon receipt of telephone, broadband or other communication services from the Cooperative, provided that they have first:

(a)  Made application for membership therein through any manner or procedure approved by the Board of Directors and through which the identity of the applicant can be authenticated by the Cooperative; and
(b)  Agreed to purchase telephone, broadband or other communication services from the Cooperative in accordance with established rates, terms, conditions and tariffs or price lists as hereinafter specified; and
(c)  Agreed to furnish to the Cooperative all right-of-way easements necessary to construct, operate and maintain communication lines and systems necessary to furnish such services; and
(d)  Agreed to comply with and be bound by the Articles of Incorporation and By-Laws of the Cooperative and any rules and regulations adopted by the Board of Directors.

The purchase of telephone, broadband or other communication services as used in these By-Laws means the receipt by a member on a retail basis of residential or business communication services.  The phrase “purchase telephone, broadband or other communication services” does not include, and expressly excludes, purchased services for resale, including the use of inter-exchange access, payment of inter-exchange access fees or settlements, lease of local access facilities, or the purchase of equipment.  Purchasers of the Cooperative’s services at wholesale, or otherwise for resale, shall not be eligible for membership or patronage credits with respect to such wholesale services.

Any two or more adult residents of the same household may jointly become a member and their application may be accepted in accordance with the foregoing provisions of this section, provided that they comply jointly with the above subdivisions (a), (b), (c) and (d).
 

SECTION 2.  Purchase of Telephone or Broadband service.  Each member shall take telephone or broadband service from the Cooperative to be used on the premises specified in their application for membership, and shall pay therefore monthly at rates which shall from time to time be fixed by the Board of Directors.  It is expressly understood that amounts paid for telephone, broadband or other communication service in excess of the cost of service are furnished by members as capital and each member shall be credited with the capital so furnished as provided in these By-Laws.  Each member shall also pay all amounts owed by them to the Cooperative as and when the same shall become due and payable.

ARTICLE II
MEETINGS OF MEMBERS

SECTION 1.  Annual Meeting.  The annual meeting of the members shall be held during the months of April, May, or June, of each year, on the day and place designated by the Board of Directors, for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.  At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by law or these by-laws.

SECTION 2.  Notice of Annual Meeting.  Notice of the annual meeting shall be given by the Secretary by publication in a legal newspaper or newspapers published or circulated in the counties where the Cooperative operates and in a newspaper published in the county in which the Cooperative’s principal place of business is located, at least (15) days previous to the date of such meeting, or by mailing notice thereof to each and every member personally not less than fifteen (15) days previous to the date of such meeting.  In case of a joint membership, notice given to either member shall be deemed notice to both joint members.

SECTION 3.  Special Meetings.  Special meetings of the members may be called by a majority of the directors or upon a written petition signed by at least twenty percent (20%) of the members.  Special meetings of the members may be held at the principal place of business or at any other place as specified in the notice of the meeting.

SECTION 4.  Notice of Special Meeting.  It shall be the duty of the President to cause the Secretary to give notice of the time, place and purpose of a special meeting, either by publication in legal newspaper or newspapers published or circulated in the counties where the Cooperative operates at least two (2) weeks previous to the date of such meeting or by mailing notice thereof to each and every member personally not less than fifteen (15) days previous to the date of such meeting.  Such notice shall be issued within ten (10) days from and after the date of the presentation of the written petition mentioned in Section 3 of this Article II and such special meeting shall be held within thirty (30) days from and after the date of the presentation of such petition.  The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such annual or special meeting.  In case of a joint membership, notice given to either member shall be deemed notice to both joint members.

SECTION 5.  Quorum.  At an annual or special meeting, fifty (50) members present in person shall constitute a quorum.  In determining a quorum at any meeting, on a question submitted to a vote by mail, members present in person or represented by mail vote shall be counted.  If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

SECTION 6.  Voting.  Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members.  Whether the vote on questions submitted to the members shall be by hand or voice vote or secret ballot shall be determined by the Board of Directors, except that the election of all directors and officers, amendments, changes in or additions to the Articles of Incorporation, or By-Laws, shall be by secret ballot and in conformity with the law.  Members may also vote on any matter by electronic means if an electronic vote is authorized by the Board and provided that the method of electronic voting used shall provide the Board with the ability to authenticate any vote submitted.

SECTION 7.  Absentee Voting.  Any member who is absent from any annual or special meeting of the members may vote by mail on the ballot herein prescribed, upon any motion, resolution or amendment to be acted upon at such meeting or, if approved by the Board, electronically through any means by which the vote can be authenticated by the Cooperative.  The ballot shall be in the form prescribed by the Board of Directors of the Cooperative and shall contain the exact text of the proposed motion, resolution or amendment to be acted upon at such meeting and the date of the meeting; and shall also contain spaces opposite the text of such motion, resolution or amendment in which such member may indicate his affirmative or negative vote therein.  Such member shall express his choice by making an “X” in the appropriate space upon such ballot.  When the ballot is received by the Secretary of the Cooperative, it shall be accepted and counted as the vote of the absent member at such meeting.  If a husband and wife hold a joint membership and are absent from any annual or special meeting of the members, they shall jointly be entitled to vote as provided in this section.  The failure of any such absent member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

SECTION 8.  Order of Business.  The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:

1.  Report on the number of members present in person and represented by mail in order to determine the existence of a quorum.

2.  Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver of notice of meeting, as the case may be.

3.  Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.

4.  Presentation and consideration of reports of officers, directors and committees.

5.  Election of directors.

6.  Unfinished business.

7.  New business.

8.  Adjournment.

ARTICLE III
DIRECTORS

SECTION 1.  General Powers.  The business and affairs of the Cooperative shall be managed by a Board of not less than seven (7) nor more than eleven (11) directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or any amendments thereto, or these By-Laws or any amendments to either thereof, conferred upon or reserved to the members.

SECTION 2.  Number and Qualifications.

(a)  Number.  The Cooperative shall be divided into director district as determined by the Board of Directors, with one director elected from each district.

(b)  Qualifications.  No person shall be eligible to become or remain a director of the Cooperative who:

  1. is not a member of the Cooperative, receiving telephone, broadband or other communications services at the member’s primary residence in the district from which the director is elected;
  2. became a member of the Cooperative after September 1st of the year immediately preceding the year in which he/she is to become a director;
  3. within five years preceding a director candidate’s nomination was an employee of the Cooperative;
  4.  is or becomes, or at any time during the five (5) years preceding a director candidate’s nomination shall have been, employed by a labor union which represents, or has represented, or has endeavored to represent any employees of the Cooperative;
  5. is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an employee of the Cooperative;
  6. is a person that is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an incumbent director that is not up for re-election at that time;
  7. is in any way employed by or owns a controlling interest in an enterprise competing with this Cooperative or any business owned by this Cooperative.
  8. is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director; or
  9. is absent without being excused by the board from three (3) or more regular meetings of the Board of Directors during any twelve (12) month period.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.  Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

SECTION 3.  Nomination and Elections.  That the area to be served by the Cooperative shall be divided into not less than seven (7) nor more than eleven (11) director districts so as to give as equitable representation as possible, and not less than twenty-five (25) days nor more than seventy (70) days prior to the date of the annual meeting in accordance with mailed notice to each of the members therein affected, district meetings shall be held at which one or more candidates for the office of director from each respective district shall be nominated and that the names of the two receiving the greatest number of votes (including the number of votes cast for each of them) shall be posted at the principal office of the Cooperative at least twenty (20) days before the annual meeting of the members.  At the annual meeting not more than one candidate from each district shall be elected to the Board of Directors.  Election of directors shall be determined on the basis of a plurality of the votes properly cast.  For all contested elections of directors,  a ballot marked “Ballot for Directors” containing the names of all of the nominations so posted (including the number of votes cast for each of them at the district meetings), alphabetically arranged and stating the residence of each shall be mailed with the notice of the annual meeting.  The Secretary shall also mail with the notice of the meeting a statement of the number of directors to be elected.  Such statement of the secretary shall also inform the members of the manner in which they may vote for directors as provided in this section.  Any member who is absent from any such meeting may vote by mail for directors by marking on the ballot an “X” opposite the names of the number of candidates equal to the number of directors to be elected.  Such ballot shall be enclosed in a plain, sealed envelope placed inside another envelope bearing the member’s name, addressed to the Secretary.  When such ballot so enclosed is received by mail from any absent member, it shall be accepted and counted as a vote for directors by ballot of such absent member at such meeting.  If members hold a joint membership and are absent from any such meeting, they may vote by mail for directors by jointly enclosing their ballot as provided for herein.  Members may also vote by electronic means if an electronic vote is authorized by the Board of Directors pursuant to the requirements contained in these Bylaws.  Notwithstanding anything in this section contained, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of directors.

SECTION 4.  Vacancies.  If the office of any director or directors becomes vacant the remaining directors should elect a successor or successors.  A director elected to fill a vacancy shall hold office until the next annual meeting of the members or until a successor shall have been elected and qualified.

SECTION 5.  Compensation.  Directors shall receive reasonable compensation for service to the Cooperative as determined by resolution of the Board of Directors.

SECTION 6.  Rules and Regulations.  The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with the Articles of Incorporation of this Cooperative or these bylaws or the laws of the State of Minnesota, as it may deem advisable for the management, administration and regulation of the business and affairs of this Cooperative.

SECTION 7.  Accounting System and Reports.  The Board of Directors shall cause to be established and maintained a complete accounting system which shall conform to Generally Accepted Accounting Principles.  The Board of Directors shall arrange for a full and complete audit of the books, accounts, and financial condition of this Cooperative as of the end of each fiscal year.  Such audit reports shall be submitted to the members at the following Annual Meeting.

ARTICLE IV
MEETINGS OF DIRECTORS

SECTION 1.  Regular Meetings.  A regular meeting of the Board of Directors may be held without notice, immediately after and at the same place as the annual meeting of the members.  A regular meeting of the Board of Directors shall also be held at such time, place and frequency in the counties served by the Cooperative as the Board of Directors may provide by resolution.  Such regular meetings may be held without notice other than resolution fixing the time and place thereof.

SECTION 2.  Special Meeting.  Special meetings of the Board of Directors may be called by the President or by any three directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided.  The President or the director calling the meeting shall fix the time and place for the holding of the meeting.

SECTION 3.  Notice of Directors’ Meetings.  Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each director not less than five days previous thereto either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at their address as it appears on the records of the Cooperative, with postage thereon prepaid.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in a case a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.

SECTION 4.  Quorum.  A majority of the Board of Directors shall constitute a quorum, for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors shall be present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE V
OFFICERS

SECTION 1.  Number.  The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time.  The offices of Secretary and Treasurer may be held by the same person.

SECTION 2.  Election and Term of Office.  The officers shall be elected annually by the Board of Directors at the next meeting of the Board of Directors held after the annual meeting of the members.  The President and Vice President must be a member of the Board of Directors.  Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified.  Except as otherwise provided in these By-Laws, a vacancy in any office shall be filled by the Board of Directors.

SECTION 3.  Removal of Officers and Agents by Directors.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interest of the Cooperative will be served thereby.

SECTION 4.  President.  The President shall:
(a)  be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board of Directors, shall preside at all meetings of the members and the Board of Directors;

(b)  sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors, to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(c)  in general perform all duties incident to the office of President and such other duties may be prescribed by the Board of Directors from time to time.

SECTION 5.  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.

SECTION 6.  Secretary.  The Secretary shall:

(a)  be responsible for the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose;

(b)  see that all notices are duly given in accordance with these By-Laws or as required by law;

(c)  be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these By-Laws;

(d)  keep a register of the names and post office addresses of all members;

(e)  have general charge of the books of the Cooperative;

(f)  keep on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, forward a copy of the By-Laws and of all amendments thereto to each member; and

(g)  in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

Upon the request of the Secretary, the Board of Directors shall authorize the Secretary to delegate any or all of the duties to responsible employees of the Cooperative.

SECTION 7.  Treasurer.  The Treasurer shall be responsible for:

(a)  all funds and securities of the Cooperative;

(b)  the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; and

(c) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Upon the request of the Treasurer, the Board of Directors shall authorize the Treasurer to delegate any or all of the duties to responsible employees of the Cooperative.

SECTION 8.  Manager.  The Board of Directors may appoint a manager who may be, but shall not be required to be, a member of the Cooperative.  The manager shall perform such duties and shall exercise authority as the Board of Directors may from time to time vest in him or her.

SECTION 9.  Bonds of Officers.  The Treasurer and any other officer or agent of the Cooperative charges with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Directors shall determine.  The Board of Directors in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine.

SECTION 10.  Compensation.  The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Directors.

SECTION 11.  Reports.  The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year.  Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

ARTICLE VI
NON-PROFIT ORGANIZATION

SECTION 1.  Interest or Dividends on Capital Prohibited.  The Cooperative shall at all times be operated on cooperative non-profit basis for the mutual benefit of its members.  No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its members.

SECTION 2. Member Capital in Connection with Furnishing Communication Service.  In the furnishing of communication service the Cooperative’s operations shall be so conducted that all members will, through their patronage, furnish capital for the Cooperative.  In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of communication service in excess of operating costs and expenses properly chargeable against the furnishing of communication service.  All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the members as capital.  The Cooperative is obligated to pay by credits to a capital account for each member all such amounts in excess of operatingcosts and expenses.  The books and records of the Cooperative shall be set up and kept in such manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is clearly reflected and credited in an appropriate record to the capital account of each member and the Cooperative shall within reasonable time after the close of the fiscal year notify each member of the amount of capital so credited to his account.  All such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had been furnished to the Cooperative corresponding amounts for capital. 

SECTION 3.  Member Capital in Connection with Furnishing other Services.  In the furnishing of other services, amounts received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current year or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to its members on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of members, or deemed retained capital at the discretion of the Board of Directors and used at such time and for such purposes as the Board of Directors shall determine.

SECTION 4.  Other Capital Issues.  In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis.  If at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to members accounts may be retired in full or in part.  The Board of Directors shall determine the method, basis, priority, and order of retirement, if any, for all amounts furnished as capital.

Capital credited to the account of each member shall be assignable only on the books of the Cooperative pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or a part of such members premises served by the Cooperative unless the Board of Directors, acting under policies of general application, shall determine otherwise.

The Board of Directors, at its discretion, shall have the power at any time upon the death of any member, if the legal representatives of his estate shall request in writing that the capital credited to any such person be retired prior to the time such capital would otherwise be retired under the provisions of these By-Laws, to retire capital credited to any such member immediately upon such terms and conditions as the Board of Directors acting under policies of general application, and the legal representatives of such members estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

If credits to a joint member’s equity account are held in the name of a husband and wife and such husband and wife are divorced, the Cooperative, unless otherwise notified in writing, shall be entitled to assume for all purposes under this Article VI that the parties to the divorce each had equal interests in such credits to the joint member’s equity account.

Any indebtedness owned by a member to the Cooperative and not paid within one hundred (180) days may be offset by the Cooperative against a member’s equity account.

The members of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provision of the Articles of Incorporation and By-Laws including any and all amendments to either thereof shall constitute and be  a contract between the Cooperative and each member, and both the Cooperative and the members are bound by such contract, as fully as though each member had individually signed a separate instrument containing such terms and provisions.

ARTICLE VII
DISPOSITION OF PROPERTY

The Cooperative may not sell, mortgage, lease or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than two-thirds (2/3) of all of the members of the Cooperative, and unless the notice of such proposed sales, mortgage, lease or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of Directors of the Cooperative, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board of Directors shall determine, to secure any indebtedness of the Cooperative to the United States of America, any instrumentality or agency thereof, or the Rural Telephone Bank; provided further, that the Board of Directors may upon the authorization of a majority of those members of the Cooperative present at a meeting of the members thereof sell, lease or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this State pursuant to the Act under which this Cooperative is incorporated.

ARTICLE VIII
AMENDMENTS

The By-Laws may be altered, amended or repealed by the members at any regular or special meeting, provided that notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal; provided further that Sections 6 and 7 of Article II (relating to voting members), Article VII (relating to Disposition of Property), and Article VIII (relating to Amendment of the By-Laws) may be altered, amended or repealed only by the affirmative vote of not less than two-thirds (2/3) of all the members of the Cooperative.