Summary of Bylaws Pertaining to the Annual Meeting
Any natural person, firm, association, corporation, business trust, partnership or body politic shall be eligible to become a member of, and, at one or more premises owned or directly occupied or used by him, to receive service from Jones-Onslow Electric Membership Corporation. No person shall hold more than one membership in the cooperative. An Annual Meeting of the members, for the purpose of electing directors, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, shall be held on the last Friday of the month of March of each year. Provided, that for good cause, the Board of Directors may fix a different date for such Annual Meeting not more than thirty (30) days prior or subsequent to the date established for such meeting in this Section. Attendance in person (or the virtual platform as designated by the bylaws) of at least two percent (2%) of the then total members of the cooperative shall be required for the transaction of business at any meeting of the members.. If less than a quorum is present at a meeting, a majority of those present in person may adjourn the meeting to another time and date. The election of directors shall be completed at each legal meeting by the members. The business and affairs of the cooperative shall be managed by a Board of ten (10) Directors, which shall exercise all the powers of the cooperative except such as are by law or by the cooperative’s Articles of Incorporation, or Bylaws conferred upon or reserved to the members. The Board of Directors shall consist of ten (10) Directors. One (1) of the cooperative’s Directors shall be elected on an “At-Large” basis and may reside anywhere within the Cooperative service territory. The other nine (9) directors shall be nominated and elected so that at least three (3) but not more than four (4) shall be residents of each of the Cooperative’s three (3) Directorate Districts, which are as follows: District Number One–those areas served by the Cooperative in Pender, Onslow, Carteret and Craven counties and which lie on the eastern side of U.S. Highway No. 17; District Number Two–those areas served by the Cooperative in Duplin County and in Pender and Onslow counties on the western side of U.S. Highway No. 17; and District Number Three–those areas served by the Cooperative in Lenoir County and Jones County, and the western side of U.S. Highway No. 17 in Craven County. The one (1) “At-Large” Director shall be elected on an “At-Large” basis and may be a resident of any of the foregoing three geographic Directorate Districts, even if the result is to give one District more than four Directors. Nominations. It shall be the duty of the Board to appoint, not less than fifty (50) nor more than one hundred fifty (150) days prior to the date of a meeting of the members at which directors are to be elected, a Nominating Committee, consisting of three (3) members from each of the Cooperative’s three (3) directorate districts, and who (a) are not existing Cooperative employees, agents, officers, directors or known candidates for directors; and (b) are not close relatives or members of the same household of any such person. Only those directors not up for election shall be eligible to participate in the nomination, voting, and ultimate appointment of the Nominating Committee. The Nominating Committee shall serve three (3) year terms and shall not be permitted to serve consecutive terms. Members may be reappointed to the Nominating Committee so long as they do not serve two (2) consecutive terms. This Committee shall be appointed so that three (3) members are appointed and consist of one (1) member from each of the Cooperative’s three (3) directorate districts and the following year three (3) members are appointed consisting of one (1) member per directorate district and so on. In the event that a member of the Nominating Committee is unable or unwilling to serve a full three (3) year term then the Board shall appoint a replacement to fulfill the unexpired term created by the vacancy. In such cases the new appointee shall be eligible for re-election at the conclusion of the unexpired term. The Committee shall meet in person in one of the counties in which the Cooperative serves or a meeting may be authorized to enable member participation through an electronic format under circumstances determined by the CEO of JOEMC (see footnote 1). The Committee shall prepare and post at the principal and all district offices of the Cooperative, at least twenty (20) days before the meeting, a list of nominations for directors to be elected, listing separately the nominee(s) for each directorate district from which a director must or may, pursuant to this article, be elected at the meeting. The committee may include more nominees than there are to be elected, but it shall show clearly which nominees are opposed with respect to the same directorate district, or as between two or more districts; provided, it shall not make a nomination until it shall have first determined that the nominee is qualified to serve in accordance with the provisions of Section 4.02 and, if elected, will serve. Any one half of one percent (.5%) or more members of the Cooperative, acting together, may make additional nominations in writing over their signatures, listing their nominee(s) in like manner and filing the same with the Cooperative not less than thirty-five (35) days prior to the meeting; and the Secretary shall post such nominations at the same places where the list of nominations made by the Committee is posted. The Secretary shall mail to the members with the notice of the meeting, or separately, but at least fourteen (14) days prior to the date of the meeting, a statement of the names and addresses of all nominees, showing clearly those nominated by the Committee and those nominated by petition, if any. The Secretary shall include, if requested, in such mailing a brief (250 words or less) prepared biography of a nominee and/or advertisement for the election of the nominee which shall be authorized by the nominee in writing or by the initials of the nominee. All nominations, however made, shall specify the particular Directorate District for which the nomination is made. Notwithstanding anything in this Section, failure to comply with any of the provisions of this Section shall not affect in any manner whatsoever the validity of any action taken by the Board after its election at such meeting. A Credentials and Election Committee of at least five (5), and no more than thirteen (13), shall be appointed by the Board at least ten (10) days before any meeting of members. It shall be the responsibility of the Committee to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots cast in any election, unless delegated by the Board to an independent auditor, or in any other ballot vote taken, and to rule upon the effect of any ballots irregularly marked. The Committee’s decisions on all such matters shall be final. Each member who is not in a state of suspension, shall be entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members. A member, which is an association, corporation, business trust or body politic may be present in person and vote at such meeting by and through a duly designated representative, qualified as such upon registering for the meeting. At all meetings of the members, at which a quorum is present, all questions shall be decided by a majority of the members voting thereon, in person, except as otherwise provided by law or by the cooperative’s Certificate of Incorporation or Bylaws. DISTRICT I Michael Davis 407 Nautical Ct. Sneads Ferry, NC 28460 Steven Pasquantonio 115 South Oak St. Surf City, NC 28445 Galen Treble 118 Leslie Dr. Hubert, NC 28539 DISTRICT II Leland Brown 731 Jim Blake Rd. Jacksonville, NC 28540 Pansy Horne 1810 Haw Branch Rd. Beulaville, NC 28518 Ronald Pittman 1079 Gregory Fork Rd. Richlands, NC 28574 DISTRICT III Tyler Griffin 1102 Island Creek Rd. Pollocksville, NC 28573 Timmy Haddock 1955 Wyse Fork Rd. Trenton, NC 28585 Bobby Smith 168 Sutton Ln. Trenton, NC 28585
