Article IV

DIRECTORS

Section 1 – General Powers. The business and affairs of the Corporation shall be managed by a Board of eight (8) directors which shall exercise all the powers of the Corporation 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. Each director shall serve for a term of four (4) years. At the time specified herein every two (2) years, four (4) directors shall be elected by mail ballot by and from the members to serve for a period of four (4) years or until successors shall have been elected and qualified, the present terms of the directors having been established so that four (4) terms expire every two (2) years. The results of such elections shall be reported at each Annual Meeting of the members.

Section 3 – Qualifications. No person shall be eligible to become or remain a director of the Corporation who:

(a) is not a member in good standing and bona fide permanent resident of the district he represents in the certified territory of the Corporation for at least six (6) months prior to the deadline for filing a petition for candidacy; or
(b) is in any way employed by or has a financial interest in or is a Board member of a competing enterprise selling electrical energy or supplies to the Corporation; or
(c) is not at least eighteen (18) years of age upon the filing of a petition for candidacy; or
(d) who is an employee of the Corporation, a former employee involuntarily terminated from employment with the Corporation or is a close relative of an employee of the Corporation or a sitting director of the Corporation. A close relative shall include the relationships by blood or marriage of husband, wife, father, mother, son, daughter, brother, or sister.

Notwithstanding any of the foregoing provisions of this section treating with close relative relationships, no incumbent director shall lose eligibility to remain a director or to be reelected as a director if he becomes a close relative of another incumbent director or of a Corporation employee because of a marriage to which he was not a party.

Upon establishment of the fact that a director is holding the office in violation of any of the foregoing provisions, the Board shall remove such director from office.

Nothing in this section shall affect in any manner whatsoever the validity of any taken at any meeting of the Board.

Section 4 – Filing and Election of Directors.

(a) In order to assure broad geographical representation and, at the same time, equitable proportional representation, the territory served or to be served by the Corporation shall be divided into eight (8) districts, each of which shall contain as nearly as possible the same number of members. Each district shall be represented by one (1) Board member. The eight (8) districts shall be as follows:

District 1 – The area north of the Cumberland River in Livingston County.

District 2 – The area south of the Cumberland River in Livingston County.

District 3 – All the Corporation service area in Marshall County.

District 4 – All the Corporation service area in Graves County, Carlisle County and that portion of Ballard County lying south of Highway 286 as it exists in the year 1969.

District 5 – Ballard District—All of the Corporation service area lying north of Highway 286 as it exists in the year 1969.

District 6, 7, and 8 as follows:

Beginning at the point where Massac Creek flows into the Ohio River, the Massac Creek shall be the boundary line from the Ohio River extending in a southeastern direction to the head of the Massac Creek at the point where State Highway 999, extending south and parallel with US 45, makes a junction with the Krebs Stations Road. From this road junction, the boundary line takes the nearest southeastern line (approximately one [1] mile to the head of the Blizzard Bottom Ditch to a point one [1] mile west of the Oaks Road). The boundary line then shall extend due south to the Graves County line. US 62 and State Highway 286 shall be the boundary line from Massac Creek extending southwest to the Ballard County line.

District 6 - McCracken County Area 1 – That area within the boundaries of Massac Creek on the east, Highway 62 and 286 on the south and Ballard County line on the west and the Ohio River to the north.

District 7 - McCracken County Area 2 – That area within the boundaries of Massac Creek on the northeast and Highway 62 and 286 on the northwest, Ballard County line on the west, Graves County to the south, and on the east by the line one (1) mile west of the Oaks Road and the Blizzard Bottom Ditch to the Massac Creek.

District 8 - McCracken County Area 3 – That area bordered by the Marshall County line on the east, the Graves County line on the extreme south, the line one (1) mile west of the Oaks Road along with the Blizzard Bottom Ditch and Massac Creek to the west and on the north and northeast by the Ohio River Paducah area and the Tennessee River.

Not less than sixty (60) days before the deadline for filing a petition for candidacy, the Board shall review the composition of the several districts, and, if it finds the best interests of the Corporation and its members will be served thereby, shall reconstitute the districts forthwith.

(a) Filing Petition for Election. Any member qualified under these Bylaws may file as a candidate for one of the directors elected by filing a petition as herein required. The petition shall set forth the name and address of the candidate and the area the candidate seeks to serve. The petition shall be signed by at least fifty (50) members of the Corporation, which signatures shall appear below the following statement: "We, the following members of Jackson Purchase Energy Corporation, do endorse the candidacy of the foregoing named member for membership on the Board of Directors to serve the district above designated." The petition shall be filed in the month of April. It shall be filed at the office of the Corporation with the President/CEO or his designated representatives by the close of business on the last regular working day of the Corporation in the month of April. Prior to the month in which the petition is to be filed, the President/CEO shall designate at least three (3) employees authorized to receive such petition in his absence. His designation shall be posted in public view. The President/CEO or his authorized representative shall give the candidate a receipt noting the time and day of receiving the petition and the same information shall be endorsed on the petition and signed by both the candidate and President/CEO or his designated representative. The President/CEO or his authorized representative shall examine the signatures on the petition to determine whether all such signatures or more than fifty (50) of the same, are members of the Corporation, and, if they are, the candidate shall be notified of the status of his petition within seven (7) working days.

(b) Ballot. After the time for filing petitions has expired, a ballot containing the name of each candidate shall be prepared by the Corporation. In the event more than one (1) candidate files for a vacancy, a drawing shall be held on the first working day in the month of May at the hour of 10 a.m. (prevailing time) in order to determine the order in which such candidates' names shall appear on the ballot. Each candidate, or his representative, may be present and participate in the drawing. The ballot shall be so prepared that it clearly indicates the districts from which directors are being elected with the list of candidates appearing under each such district. The ballot shall note that the member should mark his ballot for only one (1) candidate in each district. The ballot shall not be prepared in any way to make it possible to determine which member voted it. The ballot shall state that in order for it to be valid and counted, it must be deposited in the United States mail in sufficient time for it to be received by the Corporation prior to 10 a.m. (prevailing time) on the day preceding the day set for Annual Meeting. The ballots shall be numbered consecutively, beginning with the number one (1).

(c) Election Tellers. Immediately upon expiration of the time provided for filing candidacy petitions, the Secretary to the Corporation shall notify each candidate in writing that he is entitled to name one (1) election teller and one (1) alternate election teller. The alternate shall serve in the absence of the teller. Each candidate shall name his teller and alternate by notifying the Secretary by return mail within ten (10) days after receipt of the notice. After each candidate has named his teller and alternate, the Board shall designate the time for the first meeting of tellers. The Board shall name as many election tellers as are necessary to insure that there is always a minimum of twelve (12). All election tellers shall be at least eighteen (18) years of age and shall not be existing Corporation employees, agents, officers, directors, known candidates or close relatives or members of the same household thereof. At the first meeting of the tellers, a chairman shall be selected. The Board shall issue an invitation to the Kentucky Farm Bureau to act as monitors and observe the election process.

(d) Mailing of Ballots. A ballot shall be mailed to each member of the Corporation at least fourteen (14) days before the date set for the Annual Meeting. The mailing of ballots shall be the responsibility of and shall be accomplished under the supervision of the election tellers. A list of all members entitled to a ballot shall be prepared by the Corporation. The election tellers shall compare the addressed ballots with the list to insure that each member entitled to a ballot is mailed one, and they shall certify the same. The said list shall be available for inspection by any member. All members, as of the day on which ballots are mailed, shall be entitled to receive a ballot. The ballots shall be addressed to the mailing address to which the member's bill is mailed. The accuracy of the United States mail shall be presumed and no member whose name appears on the above list as having received a ballot shall then be given a second ballot.

(e) Voting of Ballots and Returning Ballots. A self-addressed envelope bearing a postal permit for postage shall be sent to each member with the ballot. This return envelope shall be pre-addressed to the election tellers at a post office box in the United States Post Office at Paducah, Kentucky. A member shall return his ballot in this pre-addressed envelope so that it is deposited in the post office box secured by the election tellers. To be valid, all returned ballots shall be deposited in the United States mail. The inclusion of more than one (1) ballot in one envelope shall not disqualify any such ballots for that reason. The Corporation shall provide at the office of the Corporation a secure and locked box or boxes in which the ballots shall be placed. There shall be two (2) locks placed on each box or boxes. Prior to the time ballots are to be returned, the election tellers shall meet and designate two (2) of their number to pick up ballots at the United States Post Office and place them in the box or boxes provided for that purpose. Each of the two (2) tellers so designated shall be given all keys to one (1) of the two (2) locks on each box. Both tellers shall together call at the United States Post Office for the returned ballots. Together they shall directly take the ballots to the Corporation, each teller using his key to unlock one (1) of the two (2) locks on the box, place the ballots in the box and again lock the box. No ballot shall at any time be opened or tampered with. Any ballots returned to the Corporation under any circumstances shall be immediately placed in the custody of the tellers committee.

(f) Counting Ballots. The ballots shall be counted on the day preceding the day set for the Annual Meeting. The election tellers shall meet at 9:00 a.m. (prevailing time) on that day for the purpose of counting the ballots. It shall be the responsibility of the Chairman to organize the counting procedure. The (2) tellers previously designated for the purpose shall immediately check at the United States Post Office to see if there are any ballots in the possession of the Post Office not yet delivered to the Corporation. When it has been determined that all ballots then in possession of the Post Office have been delivered to the tellers, the tellers shall proceed to count the ballots. No ballot will be picked up at the Post Office after 10 a.m. (prevailing time) on the day set for counting of ballots. The two (2) tellers holding the keys to the box or boxes shall open the same in the presence of all tellers.

(g) Duties of Election Tellers. It shall be the duty of the election tellers to ensure that a ballot is mailed to each member entitled to a ballot, to receive the returned ballots in the envelopes unopened, open the same in the presence of each other and determine the number of votes received by each candidate. As the ballots are counted, the election teller shall determine the validity of each ballot. Any one (1) election teller may challenge a ballot. A ballot may be disqualified by a majority of all election tellers. A tie vote of election tellers shall fail to disqualify a ballot.

The following shall not be counted:

(1) A vote marked for more than one (1) candidate for any one (1) vacancy;
(2) Ballots other than the official ballot; and
(3) Ballots arriving late.

The following may be counted:

(1) Ballots on which the mark is not in the place provided but does show the intention of the voter; and

(2) Ballots on which there is an erasure or change of intention shown or possible tampering, but the tellers are still able to determine the true intention of the voter.

(3) Certification of Results. The election tellers shall, on a form provided by the President/CEO, certify by their signatures the number of votes received by each candidate. The report shall be read to the members by the chairman of the tellers during the business session of the Annual Meeting on the next succeeding day.

Section 5 – Removal of a Director by Members. Any member may bring charges for cause against a director and may request the removal of such director by reason thereof by filing with the Secretary such charges in writing together with a petition signed by at least ten (10) per centum of the then-total membership of the Corporation, which petition calls for a special member meeting, the stated purpose of which shall be to present such charges to the members, and which specified the place, time and date thereof within not less than forty-five (45) days after the filing of such petition or request that the matter be presented to the members at the next Annual Meeting of the members if the same will be held no sooner than ninety (90) days after such petition is filed. Each page of the petition shall, in the forepart thereof, state the name and address of the member filing such charges, a verbatim statement of such charges and the name of the director against whom such charges are being made. Notice of such charges verbatim, the director against whom the charges have been made and of the member filing the charges shall be contained in or accompany the notice of the meeting to the members not less than ten (10) days prior to the member meeting. Such director shall be informed in writing of the charges at least twenty (20) 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 present evidence in respect to the charges, and shall be heard last; and the person or persons bringing the charges against him shall have the same opportunity. If approved by a majority vote of the members present at any annual or special meeting, and provided there is some evidence in support of the charges against the director presented during the meeting, the question of such removal shall be submitted to the members within thirty (30) days following the meeting of the members by sending a ballot to every member setting forth the question of such removal so that it might be answered "yes" or "no," and the ballots shall be returned within ten (10) days after they are mailed. The ballots shall be counted by tellers named by the Board as provided in Article III, Section 5. A director shall be removed by a majority vote of the members voting.

The chairman of the said special or regular meeting shall be a licensed attorney appointed by the attorney to the Board, and the Corporation shall compensate him for his services. A charge that a director has, in a lawful manner, opposed or resisted any effort to sell, transfer, exchange, convey or otherwise dispose of all or a substantial portion of the Corporation's properties and assets or to dissolve the Corporation shall not constitute a "charge for cause" on the basis of which a director may be removed from office under this section. If the question of removal is in the affirmative, the vacancy shall be filled in accordance with Article IV, Section 6 of these Bylaws.

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, or vacancies caused by the death or resignation of directors, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining directors with a member who meets the qualifications required under these Bylaws for such director position, and the member so appointed shall serve the unexpired portion of the term of the member who has vacated his position on the Board.

Section 7 – Compensation. Directors shall not receive any salary for their services as such, except that the Board may, by resolution, authorize a fixed sum for each day or portion thereof spent on Corporation business, such as attendance at meetings, conferences and training programs or performing committee assignments when authorized by the Board. If authorized by the Board, directors may also be reimbursed for expenses actually and necessarily incurred in carrying out such Corporation business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. No director shall receive compensation for serving the Corporation in any other capacity, nor shall any close relative of a director receive compensation for serving the Corporation, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the director or his close relative shall have been certified by the Board as an emergency measure. The members may, by resolution, fix a maximum sum which the directors may authorize for the payments of attendance fees and expense allowances. As per the 1998 Annual Meeting, the members have set the maximum sum for director fees as follows:

(a) Board Chair $12,000/calendar year
(b) Directors seeking certification $ 9,000/calendar year
(c) All other directors $ 8,000/calendar year

In addition, the Board will publish a listing of the amount of fees and expenses paid to each director for the previous calendar year prior to the Annual Meeting.

Background Image