BYLAWS OF 4-COUNTY FOUNDATION, INC.

Transcription

1 BYLAWS OF 4-COUNTY FOUNDATION, INC. ARTICLE I NAME AND OFFICES SECTION I. Name. The name of the Corporation shall be 4-COUNTY FOUNDATION, INC., (the FOUNDATION ). SECTION II. Registered Office and Agent. The FOUNDATION shall maintain a registered office in the State of Mississippi, and shall have a registered office whose address is 5265 South Frontage Road, Columbus, Mississippi SECTION III. Other Offices. The FOUNDATION may have other offices at such place or places, within or without the State of Mississippi, as the Foundation Board of Directors may determine from time to time or the affairs of the FOUNDATION may require or make desirable. ARTICLE II PURPOSE OF ORGANIZATION AND DISSOLUTION SECTION I. Purpose. Said organization is organized exclusively for a "Charitable Purpose" as defined by Section of the Mississippi Code of 1972, Annotated and Recompiled, et seq., as may be from time to time amended, or a corresponding section(s) of any future Mississippi Code. The term "Charitable Purpose" shall mean either (1) any purpose described in Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code, or (2) any voluntary health and welfare, charitable, benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental, conservation, civic, or other eleemosynary purpose or for the benefit of any law enforcement personnel, fire fighters, or other public safety organizations, and any other such similar activities. 1

2 SECTION II. Dissolution. Upon dissolution of the FOUNDATION, any remaining assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or a corresponding section of any future federal tax code, or shall be transferred, or distributed to, another charitable organization or other charitable organizations, as defined in Section of the Mississippi Code of 1972, Annotated and Recompiled, as may be from time to time amended, or a corresponding section(s) of any future Mississippi Code, either domestic or foreign, engaged in activities substantially similar to those of the FOUNDATION, or to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of under this provision shall be disposed of by a court of competent jurisdiction in Lowndes County, Mississippi, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE III FUNDING SECTION I. The FOUNDATION shall be funded by such rules and regulations as may be promulgated by the Board of Directors of 4-County Electric Power Association and from any other source of funds available to the said FOUNDATION. ARTICLE IV FOUNDATION BOARD OF DIRECTORS SECTION I. General Powers. The business and affairs of the FOUNDATION shall be managed by a seven (7) person Board of Directors. The initial Foundation Board of Directors shall be composed of seven (7) persons and shall consist of one (1) member each from Districts I, 2, 3, 4, 5, 6, and 7 of 4-County Electric Power Association as appointed by the Board of Directors of 4-County 2

3 Electric Power Association. At the organizational meeting of the Foundation Board of Directors, members of the Foundation Board of Directors shall by lot draw for initial terms of office of two (2) members for a one (1) year term, two (2) members for a two (2) year term, and three (3) members for a three (3) year term. Thereafter, the term of office for each Board member shall be for a period of three (3) years. ARTICLE V QUALIFICATION OF BOARD MEMBERSHIP SECTION I. In order to become or remain a member of the Foundation Board of Directors a person: (1) must be an individual with the capacity to enter into legally binding contracts; (2) must be a member in good standing of 4-County Electric Power Association and a bona fide resident of the district represented; (3) must not be employed by or in any way financially interested in a competing enterprise or a business selling electric energy supplies or services to 4-County Electric Power Association; (4) must not be an employee of 4-County Electric Power Association; (5) must not hold, or be an official candidate for, an elected public office in connection with which a salary is paid; (6) must not have been convicted or pled guilty to a felony; and (7) must comply with all other reasonable qualifications determined by the Foundation Board of Directors. ARTICLE VI COMPENSATION OF DIRECTORS SECTION I. No director shall receive compensation for serving on the Foundation Board of Directors. Such Board members may, however, be reimbursed for mileage and out of pocket expenses incurred while on the business of the FOUNDATION when such business is authorized by the Foundation Board of Directors. 3

4 ARTICLE VII SELECTION OF FOUNDATION BOARD OF DIRECTORS SECTION I. When vacancies are to be filled or when terms expire, persons shall be named to their respective vacancies on the Foundation Board of Directors by a vote of the Board of Directors of 4-County Electric Power Association. The existing Foundation Board of Directors may make recommendations to the Board of Directors of 4-County Electric Power Association for nominees for the FOUNDATION Board. ARTICLE VIII MEETING OF FOUNDATION BOARD OF DIRECTORS SECTION I. Regular Meetings. A regular meeting of the Foundation Board of Directors of the FOUNDATION shall be held not less than quarterly, at such time and place as the Foundation Board of Directors, in its discretion, may provide by resolution. Such regular meeting shall be held without notice other than the resolution fixing the time and place thereof. The Foundation Board of Directors may, by resolution, change the date, time, or location of any regular Board meeting. SECTION II. Special Meetings. Special meetings of the Foundation Board of Directors may be called by the Chairman or a majority of the Directors. The person or persons authorized to call the special meetings of the Foundation Board of Directors may fix the time and place for holding of any special meeting of the Foundation Board of Directors called by them. SECTION III. Conference Calls. One or more Directors may participate in a meeting of the Foundation Board of Directors, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other similar communications equipment shall constitute presence in person at such meeting for purposes of determining the presence of a quorum. Meeting of committees established by the Foundation Board of Directors 4

5 may also be conducted by conference telephone or similar communications equipment. SECTION IV. Notice. The Secretary shall give notice of any regular or special meeting at least two (2) days prior to the meeting by personal delivery, any electronic communication, including, but not limited to, facsimile, , Telex, cablegram, telecopy or mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. SECTION V. Action Without a Meeting. Any action that may be taken by the Foundation Board of Directors at a meeting may be taken without a meeting if a consent, in writing, setting forth the action to be taken, shall be signed before such action by all of the Directors. SECTION VI. Presumption of Assent. A director of the FOUNDATION who is present at a meeting of the Foundation Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the FOUNDATION immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. SECTION VI. Committees. The Foundation Board of Directors may, by resolution passed by a majority of the entire Foundation Board of Directors, designate one (1) or more committees to consist of two (2) or more of the directors of the FOUNDATION, which, to the extent provided in the resolution, shall have and may exercise the powers of the Foundation Board of Directors. Such 5

6 committee or committees shall have such names as may be determined from time to time by resolution adopted by the Foundation Board of Directors. ARTICLE IX QUORUM A majority of the Foundation Board of Directors shall, unless otherwise designated in these Articles, constitute a quorum. In the event that less than a majority of the Foundation Board of Directors is present at any meeting, the majority of those Directors present may adjourn the meeting and designate a place and time for the next meeting, under which circumstances the Secretary shall notify the absent members of the place and time of the next meeting. An act of the majority of the Foundation Board of Directors present at any meeting at which a quorum is present, and unless otherwise provided in these Bylaws, shall be the act of the Foundation Board of Directors. ARTICLE X REMOVAL OF MEMBER OF BOARD Any member of the Foundation Board of Directors shall automatically cease to be a member of said Board if and in the event such member misses three (3) successive regular meetings as outlined in Article VIII, Section 1, of these Bylaws. Any members of the Foundation Board of Directors may otherwise be removed for cause from the Board by a two-thirds (2/3) vote of the entire Foundation Board of Directors. ARTICLE XI OFFICERS OF THE CORPORATION The officers of the FOUNDATION shall be a Chairman, Vice Chairman, Secretary and Treasurer, and such other officers as may be determined by the Board from time to time. For the purposes of these Bylaws, the above four (4) officers shall constitute the Executive Committee of the FOUNDATION. 6

7 ARTICLE XII ELECTION OF OFFICERS AND TERMS OF OFFICE The officers shall be elected annually by the Foundation Board of Directors at a meeting of the Foundation Board of Directors held on an annual basis after the initial organizational meeting. The terms of office shall be for two (2) years, however, nothing shall prevent an officer from being re-elected to consecutive terms of office. ARTICLE XIII EX-OFFICIO MEMBERS OF FOUNDATION BOARD OF DIRECTORS The Chief Executive Officer/General Manager of 4-County Electric Power Association, or his or her designee, shall be an ex-officio member of the Foundation Board of Directors. The FOUNDATION may from time to time have other such ex-officio members as the Foundation Board of Directors may in its discretion determine as necessary or prudent. The General Manager and Chief Executive Officer, or his or her designee, of 4-County Electric Power Association, in his/her capacity as ex-officio member of the Foundation Board of Directors, shall upon request assist the Secretary and Treasurer of the Board with their official duties hereinafter shown in Article XV. ARTICLE XIV POLICIES, RULES AND REGULATIONS The Foundation Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the FOUNDATION. ARTICLE XV DUTIES OF OFFICERS SECTION I. Chairman. The Chairman shall be the principal executive officer of the FOUNDATION and, unless otherwise determined by the Foundation 7

8 Board of Directors, shall preside at all meetings of the Foundation Board of Directors, and in general perform all duties incidental to the office of Chairman and such other duties as may be prescribed by the Foundation Board of Directors from time to time. SECTION II. Vice Chairman. In the absence of the Chairman, or in the event of the Chairman s inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time to time may be assigned to the Chairman by the Foundation Board of Directors. SECTION III. Secretary. The Secretary shall be responsible for the keeping of the minutes of the meetings of the Foundation Board of Directors in one or more books provided for that purpose; be responsible for seeing that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the FOUNDATION and affix the seal of the FOUNDATION to all necessary documents, the execution of which on behalf of the FOUNDATION under its seal is duly authorized in accordance with the provision of these Bylaws; have general charge of the books of the FOUNDATION; be responsible for the keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the FOUNDATION containing all amendments thereto; and, in general, perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned to the Secretary by the Foundation Board of Directors. SECTION IV. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the FOUNDATION; be responsible for the receipt of and the issuance of receipt for monies due and payable to the FOUNDATION from any source whatsoever, and for the deposit of all such monies in the name of the FOUNDATION in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incidental to the office of Treasurer and such other duties as 8

9 from time to time may be assigned to the Treasure by the Foundation Board of Directors. ARTICLE XVI DELEGATION OF SECRETARY S AND TREASURER S RESPONSIBILITIES Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Article XV, the Foundation Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of each such officer s duties to one or more agents, other officers or employees of the FOUNDATION who are not Directors. To the extent that the Foundation Board of Directors does so delegate with respect to either such officer, that officer as such shall be released from such duties, responsibilities and authorities. ARTICLE XVII CHECK SIGNING Any and all checks issued by the FOUNDATION, for any purpose, shall be signed by two (2) officers or one (1) officer and such other person(s) as may be designated by the Foundation Board of Directors as having check signing authority. ARTICLE XVIII DISBURSEMENT OF FUNDS Except as otherwise provided by these Bylaws, the Foundation Board of Directors shall have the full and sole responsibility for the disbursement of all monies of the FOUNDATION in accordance with the Bylaws and the policies as adopted by the Foundation Board of Directors. Prior to consideration by the Foundation Board of Directors, of any disbursement, member(s) of the Foundation Board of Directors shall disclose and 9

10 explain any personal and/or business interest, connection, kinship or other association the member has with the person, family, group, organization, charity, or other like organization under consideration for funding by the FOUNDATION. Such interested director shall excuse himself or herself from the meeting, and shall not participate in the discussion of or voting on the disbursement. Members of the Foundation Board of Directors, close relatives of the members of the Foundation Board of Directors, members of the Board of Directors of 4-County Electric Power Association, close relatives of the members of the Board of Directors of 4-County Electric Power Association, employees of 4-County Electric Power Association and close relatives of employees of 4-County Electric Power Association shall not be eligible to receive any disbursement of monies from the FOUNDATION. For the purposes of this Article XVIII, close relatives shall mean spouse, parent, child, brother, sister, nieces, nephews, half-siblings, step-siblings, grandparents, grandchildren, aunts, uncles, in-laws, step-parents, first cousins by blood, parent and sibling relationships that exist through adoption and more distant relatives who are living in the same household of any of the persons to whom this provision applies. No disbursements of monies from the FOUNDATION shall be used for the payment of electric bills. ARTICLE XIX ACCUMULATION OF FUNDS 4-County Electric Power Association shall transfer funds collected by it for the benefit of the FOUNDATION on a regular basis, but in no event less than quarterly. The FOUNDATION may also solicit and accept contributions from other sources as deemed appropriate by its Foundation Board of Directors. 10

11 ARTICLE XX INVESTMENT OF FUNDS The Foundation Board of Directors shall be responsible for the funds enfoundationed to it and shall make such investment of such funds in a manner which is reasonable and prudent and in keeping with these Bylaws and the policies of the FOUNDATION. ARTICLE XXI ACCOUNTING SYSTEM AND REPORTS The Foundation Board of Directors shall cause to be established and maintained a complete accounting system such that is in keeping with sound financial management and furthermore the Foundation Board of Directors shall make reports to the Board of Directors of 4-County Electric Power Association on the operation and expenditures of the FOUNDATION as may be necessary and prudent, but in no case less than annually. ARTICLE XXII POLITICAL CONTRIBUTIONS No funds of the FOUNDATION shall in any fashion be used to support any candidate for political office or for any political purpose. ARTICLE XXIII BORROWING FUNDS The FOUNDATION shall NOT have the authority to borrow monies from any bank, savings and loan or other institutions for any purpose. In case of a serious emergency, by a majority vote of the Foundation Board of Directors (four [4] members), the FOUNDATION shall have authority to request from 4-County Electric Power Association an advance of funds needed for such emergency not to exceed six (6) months anticipated receipts as shown by the previous six (6) months records. Any such advance supplied by 4-County Electric Power Association is to be repaid by the FOUNDATION to 4-County Electric 11

12 Power Association as soon as funds are collected and transferred to the FOUNDATION by 4-County Electric Power Associations, with a reasonable rate of interest, unless waived. ARTICLE XXIV EMERGENCY EXPENDITURE The Executive Committee of the FOUNDATION by a vote of at least three (3) of its members may from time to time make expenditures on an emergency basis, in accordance with these Bylaws, the policies adopted by the Foundation Board of Directors and the purpose of this FOUNDATION, in an amount not exceeding ONE THOUSAND AND NO/100THS ($1,000.00) DOLLARS, to any person, family, group or organization. Such emergency expenditure shall be fully disclosed by the Executive Committee at the next regular meeting of the Foundation Board of Directors. ARTICLE XXV AMOUNT OF EXPENDITURES Unless otherwise provided by these Bylaws and in keeping with the purpose of this FOUNDATION, the Foundation Board of Directors may make annual expenditures of FOUNDATION funds by majority vote of members present at a meeting and constituting a quorum according to the following rules: a.) Not more than TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($2,500.00), annually to any person. b.) Not more than TEN THOUSAND AND NO/100 DOLLARS ($10,000.00), annually to any family, group, organization, corporation, charity or like organization. ARTICLE XXVI EXPENDITURES EXCEEDING LIMITS Notwithstanding any other provision of these Bylaws, the Foundation Board of Directors may, by a two-thirds (2/3) vote of the entire Foundation Board 12

13 of Directors (five [5] members), make annual expenditures in any amount to any person, family, group, organization, corporation, charity or like organization when such Board members determine it is in keeping with the purpose and spirit of the FOUNDATION and these Bylaws. ARTICLE XXVII RETENTION OF FUNDS Until such time as there exists a sum of money, including earned interest, in an amount of not less than ONE HUNDRED THOUSAND AND NO/100THS ($100,000.00) DOLLARS within the FOUNDATION, no expenditures exceeding ninety-five percent (95%) of the annual contributions, from whatever source derived, may be disbursed or otherwise disposed of for any purpose. Thereafter, the Foundation Board of Directors may in its discretion and in accordance with other dictates imposed by these Bylaws expend any and all monies saving and excepting five percent (5%) of the previous year s total contributions or FIVE THOUSAND AND NO/100THS ($5,000.00) DOLLARS, whichever is less. ARTICLE XXVIII PROXY VOTING There shall be no proxy voting at any meeting of the Foundation Board of Directors. ARTICLE XXIX AUDIT The Foundation Board of Directors shall on an annual basis cause the books and records of the FOUNDATION to be audited by a certified public accountant and a report in keeping with sound accounting principles be issued to the Foundation Board of Directors and the Board of Directors of 4-County Electric Power Association. 13

14 ARTICLE XXX FISCAL YEAR The Fiscal Year of the FOUNDATION shall commence on the 1 st day of July of each calendar year and end on the 30 th day of June of each calendar year. ARTICLE XXXI STANDARD OF CONDUCT A Director shall discharge the Director s duties, including duties as a Board Committee member: 1. In good faith; and 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and 3. In a manner the Director reasonably believes to be in the FOUNDATION s best interests. ARTICLE XXXII RELIANCE ON OTHERS Unless a Director possesses knowledge concerning a matter making reliance unwarranted, then in discharging a Director s duties, including duties as a Board Committee member, a Director may rely upon information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by: 1. One (1) or more FOUNDATION Officers or employees whom the Director reasonably believes to be reliable and competent in the matters prepared or presented; 2. Legal counsel, public accountants, or other individuals regarding matters the Director reasonably believes are within the individual s professional or expert competence; and 14

15 3. A Board Committee of which the Director is not a member regarding matters within the Board Committee s jurisdiction, if the Director reasonably believes the Board Committee merits confidence. ARTICLE XXXIII LIABILITY If a Director complies with this Bylaw, then the Director is not liable to the FOUNDATION, any Member, or any other individual or entity for action taken, or not taken, as a Director. ARTICLE XXXIV INDEMNIFICATION SECTION I. Right of Indemnification. Subject to the provisions of Section II of this Article, the FOUNDATION shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the FOUNDATION in which such person was adjudged liable to the FOUNDATION or in any other proceeding in which such person was adjudged liable on the basis that personal benefit was improperly received by such person) by reason of the fact that the person is or was a director, officer, employee or agent of the FOUNDATION against expenses, including attorney s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceedings, if the person acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the FOUNDATION, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not act in a manner which he or she believed in good faith to be in or not 15

16 opposed to the best interests of the FOUNDATION, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. SECTION II. Determination and Authorization of Indemnification. Any indemnification under Section I of this Article (unless ordered by a court) shall be made by the FOUNDATION only as authorized in the specific case upon a determination that indemnification of the director officer, employee or agent is proper applying the conduct set forth in said Section I. Such determination shall be made (a) by the Foundation Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (b) if such quorum is not obtainable, by a majority vote of a committee duly designated by the Foundation Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (c) by special legal counsel selected by the Foundation Board of Directors or its committee in the manner prescribed in (a) or (b) above; or if a quorum cannot be obtained or under (a) above and a committee cannot be selected under (b), by majority vote of the entire Foundation Board of Directors (in which selection directors who are parties may participate); or (d) by the members who are not parties to the proceeding. SECTION III. Mandatory Indemnification. If a director, officer, employee or agent of the FOUNDATION has been successful on the merits or otherwise as a party to any action, suit or proceeding, referred to in Section I of this Article, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto), he or she shall be indemnified against expenses, including attorney s fees, actually and reasonably incurred by him or her in connection therewith. SECTION IV. Advance for Expenses. Reasonable expenses incurred in connection with a civil, criminal, administrative or investigative action, suit or proceedings, or threat thereof, may be paid by the FOUNDATION in advance of the final disposition of such action, suit, or proceeding as authorized by the 16

17 Foundation Board of Directors in the specific case upon receipt of a written affirmation of such person of his or her good faith belief that such person has acted in a manner which he or she believed in good faith to be in or not opposed to the best interest of the FOUNDATION, and, with respect to any criminal action or proceedings had no reasonable cause to believe that his or her conduct was unlawful and an undertaking by or on behalf of the director, officer, employee or agent to repay such advance if it shall ultimately be determined that he or she did not meet the standard of conduct described in Section , Mississippi Code 1972, Annotated, as may from time to time be amended. SECTION IV. Insurance. By action of the Foundation Board of Directors, notwithstanding any interest of the directors in the action, to the full extent permitted by applicable law, the FOUNDATION may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the FOUNDATION, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the FOUNDATION would have the power to indemnify him or her against such liability under the provisions of this Article or of Section of the Mississippi Code 1972, Annotated, as may from time to time be amended. SECTION VI. Non-exclusivity. The provisions for indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights, in respect to indemnification or otherwise, to which those seeking indemnification may be entitled under any Bylaw agreement, either specifically or in general terms or resolution approved by the affirmative vote of the Foundation Board of Directors entitled to vote thereon taken at a meeting, the notice of which specified that such Bylaw, resolution or agreement would be placed before the Foundation Board of Directors, both as to action by a director, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, except that no such other rights, in respect to indemnification or otherwise, may be provided or granted with respect 17

18 to the liability of any director, officer, employee or agent for (a) any appropriation, in violation of his duties, of any business opportunity of the FOUNDATION; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by the Mississippi Nonprofit Corporation Act, , et seq. of the Mississippi Code 1972, Annotated, as may from time to time be amended; or (d) any transaction from which the director, officer, employee, or agent derived an improper personal benefit. ARTICLE XXXV AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the entire Board of Directors of 4-County Electric Power Association. The Foundation Board of Directors may make advisory recommendations concerning the alteration, amendment or repeal of these Bylaws and the adoption of new Bylaws to the Board of Directors of 4-County Electric Power Association. ADOPTED: November 25, 2014 REVISED: May 26, 2015 (Article II) 18