BYLAWS OF SANTA ROSA TELEPHONE COOPERATIVE, INC.
(As Amended March 2, 2020)
It shall be the aim of the Santa Rosa Telephone Cooperative, Inc. to provide dependable area- wide communications service on the cooperative plan and at the lowest cost consistent with
sound economy and good management.
ARTICLE I – MEMBERSHIP
Section 1. REQUIREMENTS FOR MEMBERSHIP. Any eligible person, firm, association, corporation, or body politic or subdivision thereof may become a Member of Santa Rosa Telephone Cooperative, Inc. (hereinafter called the “Cooperative”) by:
(a) making a written or electronic application for Membership therein;
(b) agreeing to purchase from the Cooperative communications service as hereinafter
(c) agreeing to comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors (hereinafter
called the “Board”); and
(d) to execute and deliver to the Cooperative such grants of easements and right-of-way on, over, under and across all lands owned, leased or otherwise controlled by the member, and in accordance with such reasonable terms and conditions as the Cooperative requires for purposes of:
(i) furnishing such services to such member and to other members;
(ii) construction, operation, maintenance and relocation of the Cooperative’s
(iii) satisfaction or facilitation of any obligation incurred or right granted by
the Cooperative to third parties regarding the use of the Cooperative’s property; and
provided further, however, that no person, firm, association, corporation or body politic or subdivision thereof shall become a Member unless and until he or it has been accepted for Membership by the Board or the Members. No Member may hold more than one Membership in the Cooperative, and no Membership shall be transferable, except as provided in these Bylaws.
Section 2. DEFINITION AND CLASSIFICATIONS. The Cooperative may have one or more classes of Members in order to recognize differences in contribution to margin of different classes.
If the Board establishes more than one class of membership, it shall determine the definitions, the types, the qualifications of rights of each class and make such information readily available to the membership. Individual memberships will be freely transferable on the books of the Cooperative between any
persons in the same household or entity upon request in writing. Thus, the term “member” as used in these Bylaws shall refer to an individual or an entity, but can, on a grandfathered basis, be deemed to include a husband and wife still holding a joint membership and any provisions relating
to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a grandfathered joint membership shall be as
(a) The presence at a meeting of either or both shall be regarded as the presence of one
member and shall constitute a joint waiver of notice of the meeting;
(b) The vote of either separately or both jointly shall constitute one joint vote;
(c) A waiver of notice signed by either or both shall constitute a joint waiver;
(d) Notice to either shall constitute notice to both;
(e) Expulsion of either shall terminate the joint membership;
(f) Withdrawal of either shall terminate the joint membership;
(g) Either, but not both, may be elected or appointed as an officer or Board member if
(h) Upon the death of either spouse who is a party to the joint membership, such
membership shall be converted to an individual membership. However, the estate
of the deceased shall not be released from any debts due the Cooperative.
Section 3. ORGANIZATIONAL MEMBERSHIPS. A non-natural entity or organization may
apply or continue membership in the Cooperative pursuant to the requirements for membership
specified in Section 1 of this Article. Any such non-natural person accepted, or continuing
membership, must designate to the Cooperative an individual to represent its voting interests in
any meeting of members or any otherwise needed representation of that membership interests.
SECTION 4. PURCHASE OF COMMUNICATIONS SERVICE. Each Member shall, as soon
as communications service is available, take communications service from the Cooperative to be used on the premises specified in his application for Membership, and shall pay therefor monthly
at rates which shall from time to time be fixed by the Board; provided, however, that the Board
may limit the amount of communications service which the Cooperative shall be required to
furnish to any one member. It is expressly understood that amounts paid for communications
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 Bylaws. Each Member shall pay to
the Cooperative such minimum amount per month for communications service as shall be fixed
by the Board from time to time. Each Member shall also pay all amounts owed by him to the
Cooperative as and when the same shall become due and payable.
The Board shall determine, within the limits set by law, what constitutes communications service
for the purposes of any class of membership at the Cooperative.
Section 6. TERMINATION OF MEMBERSHIP.
(a) Any Member may withdraw from Membership upon compliance with such uniform terms
and conditions as the Board may prescribe. The Board may, by the affirmative vote of not
less than two-thirds (2/3) of all the Directors, expel any Member who fails to comply with
any of the provisions of the Articles of Incorporation, Bylaws, or any rules or regulations
adopted by the Board, but only if such Member shall have been given written notice by the
Secretary that such failure makes him liable to expulsion and such failure shall have
continued for at least ten days after such notice was given. Any expelled Member may be
reinstated by vote of the Board or by the vote of the Members at any annual or special
meeting. The Membership of a Member who has not permitted the installation of service
within thirty (30) days after he has been notified service is available to him or of a Member
who has ceased to purchase communications service from the Cooperative, shall be
cancelled by resolution of the Board.
(b) Upon the withdrawal, death, cessation of existence or expulsion of a member, the
Membership of such Member shall thereupon terminate, and the Membership certificate of
such Member shall be surrendered forthwith to the Cooperative. Termination of
Membership in any manner shall not release a Member of his estate from any debts due the
(c) If a Membership fee has been paid by a landlord on behalf of his tenant, upon the removal
of such tenant from the premises of the landlord, the Membership of such tenant shall
RIGHTS AND LIABILITIES OF MEMBERS
Section 1. PROPERTY INTEREST OF MEMBERS. Upon dissolution, after (a) all debts and
liabilities of the Cooperative shall have been paid, (b) all capital furnished through patronage shall
have been retired as provided in these Bylaws, and (c) all Membership fees shall have been repaid, the remaining property and assets of the Cooperative shall be distributed among the Members in an equitable manner as determined by the Board.
Section 2. NON-LIABILITY FOR DEBTS OF THE COOPERATIVE. The Private property
of the Members shall be exempt from execution or other liability for the debts of the Cooperative
and no Member shall be responsible for any debts or liabilities of the Cooperative.
MEETING OF MEMBERS
Section 1. ANNUAL MEETING. The annual meeting of the Members shall be held at least once
each year, at a place and time determined by the Board as shall be designated in the notice of the
meeting, 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. It shall be the responsibility
of the Board to make adequate plans and preparations for the Annual Meeting. If the day fixed for
the Annual Meeting shall fall on a Sunday or legal holiday, such meeting shall be held on the next
succeeding business day. Failure to hold the Annual Meeting at the designated time shall not work
a forfeiture or dissolution of the Cooperative.
Section 2. SPECIAL MEETINGS. Special meetings of the Members may be called by resolution
of the Board, or upon a written request signed by any three (3) Directors, by the President, or by
not less than two hundred (200) Members or ten percent (10%) of all the Members, whichever
shall be the lesser, and it shall thereupon be the duty of the Secretary to cause notice of such
meeting to be given as hereinafter provided. Special meetings of the Members may be held at any
place within the County of Wilbarger, State of Texas, specified in the notice of the special
Section 3. NOTICE OF MEMBERS’ MEETINGS. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting or an annual meeting at which business
requiring special notice is to be transacted, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) days nor more than twenty-five (25) days before the date
of the meeting, either personally or by mail, or electronic transmission by or at the direction of the
Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each
member. If mailed, such notice shall be deemed to be delivered when deposited in the United
States Mail, addressed to the Member at his address as it appears on the records of the Cooperative,
with postage thereon prepaid. 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 meeting.
Section 4. QUORUM. Business may not be transacted at any meeting of the members
unless there are present in person at least fifty (50) members or one percent (1 %) of the
then total members of the Cooperative, whichever is lesser, except that, if less than a
quorum is present at any meeting, a majority of those present in person may adjourn the
meeting to another time and date, provided that the secretary shall notify any absent
members of the time, date, and place of such adjourned meeting by delivering notice thereof as provided in Section 3. At all meetings of the members, whether a quorum be
present or not, the secretary shall affix to the meeting minutes, or incorporate therein by
reference, the number of those members who were registered as present in person.
Section 5. VOTING. Each Member shall be entitled to only one (1) vote upon each matter
submitted to a vote at a meeting of the Members. All questions shall be decided by a vote of a
majority of the Members voting thereon in person except as otherwise provided by law, the Articles
of Incorporation or these Bylaws. Multiple choice issues or determinations shall be decided by a
plurality vote. Cumulative voting is not permitted.
At its discretion, the Board may authorize mail and/or electronic voting for elections and develop,
by policy, methods of validation of ballots prior to the distribution of ballots in any given election
cycle. Any mail or electronic balloting requirements and policies shall be developed and approved
by the Board of Directors and reviewed on an annual basis.
Section 6. 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 in order to determine the existence of
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof,
or the waiver or waivers of notice of the 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.
Section I. GENERAL POWERS. The business and affairs of the Cooperative shall be managed
by a board of not more than seven (7) directors, which number shall be set from time-to-time by
the Board. The Board shall exercise all of the powers of the Cooperative except such as are by law, the articles of incorporation or these Bylaws conferred upon or reserved to the members.
Section 2. ELECTION AND TENURE OF OFFICE.
(a) Election. The members of the Board of Directors shall be elected to three (3) year terms
by secret ballot, voice vote, or acclamation at each Annual Meeting by and from the
(b) Candidates for Election. The Board of Directors shall divide the membership served by
the cooperative into as many alphabetical zones as the Board of Directors shall deem
appropriate from time to time, taking into consideration the membership of each
alphabetical zone being as equal as possible. One director shall be elected for each of said
alphabetical zones. However, at no time shall the Board of Directors consist of two or
more members of the cooperative who reside in or receive services from the same exchange
area served by the cooperative. An exchange area served by the cooperative is defined as
a unit established by the cooperative for the administration of telecommunications service
in a specified area for which a separate local rate schedule is provided.
(c) Terms. Directors shall be elected to three (3) year terms, to serve until their successors are
duly elected and shall have qualified.
(d) Director Classes. Directors shall be divided into three (3) classes such that approximately
one-third (1/3) of the board is up for election each year.
(e) Plurality. Directors may be elected by plurality vote of the members
Section 3. QUALIFICATIONS. Any Member who is a natural person shall be eligible to become
or remain a Director provided that he/she:
(a) Is a member in good standing and presently resides in the area served, or to be served, by
(b) Is not an employee of the Cooperative or in any way financially interested in a competing
enterprise or a business engaged in selling communications services, communications
supplies, or maintaining communications facilities. However, the Board may grant
exceptions for “de minimis” competing enterprises.
(c) Is not a former employee of the Cooperative who was terminated for cause. A former
employee who was not terminated for cause may be eligible to become a Director no sooner
than a date two (2) years from the time the member’s employment with the Cooperative
(d) Has not, while a Director, and during the ten (10) years immediately before becoming a
Director, been convicted of, or plead guilty to, a felony, two (2) misdemeanors (excluding
minor traffic violations), or any offense involving moral turpitude.
(e) Is not closely related to an incumbent Director or an employee of the Cooperative. As used
in these Bylaws, “closely related” means a person who is related to the principal person by
consanguinity or affinity, to the second degree or less—that is, a person who is either a
spouse, child, grandparent, parent, brother, sister, aunt, uncle, nephew or niece, by blood
or in law, of the principal. However, no incumbent Director shall lose eligibility to remain
or be reelected as a Director if he becomes a close relative of another incumbent Director
or of a Cooperative employee because of a marriage to which he or she was not a party;
neither shall an employee lose eligibility to continue in the employment of the Cooperative
if he or she becomes a close relative of a Director because of a marriage to which he or she
was not a party.
(f) To remain a Director, the incumbent must:
i. Attend at least two-thirds (2/3) of the regular monthly board meetings during each
twelve (12) month period, beginning with the month of his/her election, unless the
remainder of the board excuses such violation because of medical or personal
emergency reasons; and
ii. Attend during each three (3) -year term, at least three (3) board-approved national, state
or regional meetings, workshops and/or seminars related or pertaining to the continuing
education, training, or industry-informational updating, unless the remainder of the
board excuses such violation because of medical or personal emergency reasons.
(g) Upon establishment of the fact that a Director nominee, or incumbent Director, is in
violation of any of the provisions of this section, then that nomination or incumbent office
shall be deemed vacant, and the Board shall take the necessary action to remove such
nominee from the election or the incumbent from office.
(h) Nothing in this section shall affect in any manner whatsoever, the validity of any action
taken at any meeting of the Board.
Section 4. NOTICE OF CANDIDACY. Any member desiring to be a candidate for election as
a director from an alphabetical zone shall file with the Secretary of the cooperative a written notice,
on a form provided by the Secretary, of his or her candidacy and intention to stand for election to
the Office of Director of an alphabetical zone. In addition, each candidate must submit, with his
notice to stand for election, a petition signed by at least twenty members of the alphabetical zone
the candidate is seeking to represent who support his proposed candidacy. The filing period shall
be held on the first consecutive Monday, Tuesday and Wednesday of the month of December.
Any incumbent director seeking re-election must file for said re-election during the filing period.
No supporting petition is necessary for an incumbent director seeking re-election.
At conclusion of the filing period, the cooperative shall prepare and post at the principal office of
the cooperative at least 30 days before the annual meeting, a list of candidates for the ballot for
each director position up for election. Only person’s names who are on the ballot shall be eligible
for election at the following annual meeting. The candidates for director for each alphabetical zone shall be voted upon only by the member of
that alphabetical zone.
In any year in which any of the nominees, as determined by this section, do not have formal
challenges for the position after the posted deadline for nominating petitions and prior to the date
for distribution of ballots, the Secretary may certify to the Board of Directors that the election for
that zone for that year is uncontested. In the event the Secretary certifies that the election is
uncontested, the Board of Directors may, for that zone, declare the election uncontested and
suspend distribution of ballots for that particular zone. Such certification shall be announced at the
Annual Meeting and the nominated director for that zone shall be elected by acclimation.
Section 5. REMOVAL OF DIRECTORS BY MEMBERS. Any Member may bring charges
against a Director and, by filing with the Secretary such charges in writing, together with a petition
signed by at least ten percent of the Members, or two hundred Members, whichever is the lesser,
may request the removal of such Director by reason thereof. Such Director shall be informed in
writing of the charges at least ten days prior to the meeting of the Members at which the charges
are to be considered and shall have an opportunity at the meeting to be heard in person or by
counsel and to present evidence in respect of the charges; and the person or persons bringing the
charges against him shall have the same opportunity. The question of the removal of such Director
shall be considered and voted upon at the meeting of the Members and any vacancy created by
such removal may be filled by vote of the Members at such meeting without compliance with the
foregoing provisions with respect to nominations.
Section 6. VACANCIES. Subject to the provisions of these Bylaws with respect to the filling of
vacancies caused by the removal of Directors by the Members, a vacancy occurring in the Board
shall be filled by the affirmative vote of a majority of the remaining Directors for the unexpired
portion of the term, provided however, that in the event the vacancy is not filled by the Board
within sixty (60) days after the vacancy occurs, the Members shall have the right to fill such
vacancy at a meeting of the Members without compliance with time foregoing provisions in
respect of nominations.
Section 7. CATASTROPHIC LOSS OF BOARD MEMBERS. The loss of four (4) or more
Board members arising from an event of natural or human origin shall be deemed a catastrophic
loss of Board members. In the event of a catastrophic loss of Board members, the remaining Board
members shall appoint, within one hundred twenty (120) days, individuals qualified, pursuant to
the qualifications, set out in these Bylaws, to serve as Board members for each of the zones which
suffered the loss of a Board member, keeping in mind the principle of equitable geographic
representation. Board members so appointed shall serve until the next annual meeting of the
membership, at which time all Board positions appointed under this Section shall stand for
election. In the event of a catastrophic loss wherein two (2) or less Board members remain, the
remaining Board member(s), or if no Board remains, the highest ranking Cooperative staff
member, shall call a special meeting of the membership within ninety (90) days of the occurrence
of the vacancy to elect the applicable number of Board members to fill the vacant positions in
accordance with all provisions of these Bylaws wherein these specially elected Board member(s)
shall serve until the next regularly scheduled annual meeting of the membership at which time all
such appointed positions shall stand for election.
Section 8. QUORUM DURING CATASTROPHE. In the event of a catastrophic loss as defined
in Section 7, the traditional quorum requirements are waived pending the appointment of new
Board members, in order to allow the remaining Board members to meet and conduct business.
All actions of the Board during this time period shall stand for ratification at the next Board
meeting wherein a traditional quorum is present.
Section 9. COMPENSATION. Directors shall not receive any salary for their services as
Directors, except that by resolution of the Board. A fixed sum and actual expenses of attendance,
if any, may be allowed for each day or portion thereof spent on Cooperative business, such as
attendance at meetings, conferences and training programs, or performing committee assignments
when authorized by the Board. No Director shall receive compensation (salary) for serving the
Cooperative in any other capacity.
If authorized by the Board, the Board members may also be reimbursed for expenses
actually and necessarily incurred in carrying out such Cooperative business or granted a
reasonable per diem allowance by the Board in lieu of detailed accounting for some of these
MEETINGS OF DIRECTORS
Section 1. REGULAR MEETINGS. A regular meeting of the Board may be held without notice,
immediately after the annual meeting of the Members. A regular meeting of the Board shall also
be held monthly at such time and place in Wilbarger County, Texas, as the Board may provide by
resolution. Such regular monthly meeting may be held without notice other than such resolution
fixing the time and place thereof.
Section 2. SPECIAL MEETINGS. Special meetings of the Board may be called by the President
or by any four 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 Directors 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 shall be delivered to each Director not less than five
(5) days previous thereto either personally, by mail, electronic facsimile transmission, or by email, 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 his address as it
appears on the records of the Coop, with first-class postage thereon prepaid.
Section 4. QUORUM. A majority of the Board shall constitute a quorum, provided, that if less
than such majority of the Directors is present at said meeting, a majority of the Directors present
may adjourn the meeting from time to time; and provided further, that the Secretary shall notify
any absent Director of the time and place of such adjourned meeting. 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