The Board of Directors has recommended certain changes to the Articles of Incorporation as explained in detail below.  The Amendments would clarify who is eligible for joint membership; modify voting procedures to allow voting by electronic means; and add dispute resolution provisions.  Please vote yes or no on your ballot whether you support the amendments as proposed by the Board of Directors.

PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION OF ACCESS ENERGY COOPERATIVE

(New language double underlined and language to be deleted strike-out format)

 

  1. Amend the Articles of Incorporation by modifying the text of the following sections or subsections to clarify joint
    membership eligibility:

 

  • Second paragraph of section 1 of Article VI:

 

A husband and wife Spouses may jointly become a member and their application for a joint membership may be accepted in accordance with the foregoing provisions of this section provided the husband and wife spouses comply jointly with the provisions of the above subdivisions (a) and (b).

 

  • Second paragraph of section 4 of Article VI:

 

If a husband and wife spouses hold a joint membership they shall be jointly entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members.

 

  • Subsections (b) and (c) of section 5 of Article VI:

 

(b) A membership may be transferred by a member to himself or herself and his or her spouse, as the case may be, jointly upon the written request of such member and compliance by such husband and wife spouses jointly with the provisions of subdivisions (b a) and (c b) of Section 1 of this Article.  Such transfer shall be made and recorded on the books of the Cooperative and such joint membership noted on the original certificate representing the membership so transferred.

 

(c) When a membership is held jointly by a husband and wife spouses, upon the death of either, such membership shall be deemed to be held solely by the survivor with same effect as though such membership had been originally issued solely to him or her, as the case may be, and the joint membership certificate may be surrendered by the survivor and upon the recording of such death on the books of the Cooperative the certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Cooperative.

 

 

  1. Amend various provisions of Article IX to clarify voting procedures and allow for voting by electronic means if approved by the Board of Directors as follows:

 

  • Amend the last paragraph of Section 2 of Article IX as follows:

 

Commencing with the Annual Meeting to be held in 1997, members Members attending and voting at an Annual Meeting or voting by mail or other electronic means as provided in these Articles of Incorporation shall vote only for candidates from the district in which they reside.  The election of directors shall be by ballot, and each voting member shall be entitled to cast one vote for each director to be elected from that member’s district.

 

  • Amend the second paragraph of Section 4 of Article IX as follows:

 

The statement mailed by the Secretary shall also inform the members of the manner in which they may vote by mail as provided in this Section.  Any member may cast their vote in person or by mail for directors.  A member voting shall mark the ballot  by marking on the ballot an “X” opposite the names in the manner instructed, selecting a of the number of candidates equal to the number of directors to be elected from that member’s district. and enclosing the ballot in a sealed envelope bearing the member’s name, addressed to the Secretary of this Cooperative Upon completion, the ballot shall be delivered to the Cooperative or its representative in the manner instructed.  When such ballot so enclosed is received by mail from any member in advance of the meeting, or at the meeting if voting in person, it shall be accepted and counted as a vote for directors by ballot of such member at such meeting.  The provisions of this Section shall not be mandatory in the case of a recall of one or more directors as provided in Section 6 of this Article IX.

 

If approved by the Board in advance of the meeting, members may vote by Electronic Transmission, received from the Member by the Cooperative or its representative at the headquarters office of the Cooperative, before 4:30 p.m. local time, on the last business day before the day of the Member Meeting at which the election or vote will be held, in accordance with such policies and procedures as may be adopted from time-to-time by the Board to promote the orderly, secure and accurate voting and tabulation of ballots sent and received by Electronic Transmission.

 

  • Amend Article XIII as follows:

 

The Board of Directors by a vote of 75% of the Directors may adopt, alter, amend, or repeal By-Laws for this Cooperative, which shall remain in force until altered, amended or repealed by a vote of 75% of the members present or voting by mail or other electronic means as may be approved by the Directors at any annual meeting or special meeting of the members, provided the notice of any such meeting of members contains a copy of the proposed alteration, amendment or repeal, or summary thereof.

 

  • Amend Article XV as follows:

 

These Articles of Incorporation may be amended, altered, changed, or repealed by a vote of 75% of the members present or voting by mail or other electronic means as may be approved by the Directors at any annual meeting or any special meeting called for that purpose, provided that at least ten days before said annual meeting or special meeting a copy of the proposed amendment or summary thereof be sent to all members.

 

  1. Add an Article providing for the process to resolve disputes, including mediation and arbitration as follows:

 

  • Amend the Articles of Incorporation by renumbering the existing Article XV to Article XVI and by adopting a new Article XV as follows:

Article XV

Dispute Resolution

 

The Cooperative shall attempt to resolve any claim or dispute which may arise between the Cooperative and a member, former member, or customer who has received electric service in a good faith manner.  In resolving such disputes, the Cooperative shall give consideration to: (1) applicable laws; (2) rules and regulations imposed by state and federal agencies; (3) these Articles of Incorporation; (4) the Cooperative’s bylaws, policies, practices, plans, and procedures; (5) industry standards; and (6) the individual facts and circumstances regarding the claim or dispute.

 

If a member, former member, or customer who has received electric service is not satisfied with the Cooperative’s resolution of the claim or dispute, all matters subject to the jurisdiction of the Iowa Utilities Board shall be resolved by the Iowa Utilities Board or, if and when appropriate, the applicable regulatory body with jurisdiction over the Cooperative and the matter.

 

All other claims and disputes shall, at the request of either the Cooperative or the member, former member, or customer who has received electric service, first be submitted to mediation conducted by an impartial mediator agreed to by the parties.  In the event the claim or dispute is not resolved through mediation, then such shall, at the request of either the Cooperative or the member, former member, or customer who has received electric service, be submitted to binding arbitration to be conducted in accordance with the policies adopted by the Board of Directors of the Cooperative.  In absence of such policies, or in the event such policies are incomplete, the provisions of Iowa Code 679A (Arbitration), as it may be amended from time to time, shall apply to the extent it is not inconsistent with the policies adopted by the Cooperative.

 

Notwithstanding the foregoing, the Cooperative reserves the right to pursue collection of a debt owed by any member, former member, or customer who has received electric service through other means, including but not limited to use of a collection agency, small claims court, and other applicable courts.   Further, any claim where the amount in controversy is less than the small claims jurisdictional amount may be resolved without utilizing the alternate dispute resolution procedures set forth in this Article.

 

Every member, by becoming or continuing to be a member, agrees to the foregoing, and agrees to be bound by the Bylaws of the Cooperative.  The Bylaws and these Articles of Incorporation constitute an agreement between the Cooperative and the members.