Article IV — Trustees

The business and affairs of the corporation shall be managed by a Board of Trustees, 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. In order to provide reasonably equal representation, the system shall be divided into 7 districts, each of which is entitled to one trustee.

The districts shall be as follows:

1. District I . – Bonnieville and Munfordville Exchanges
2. District II – Canmer and Horse Cave Exchanges
3. District Ill – Cave City and Hiseville Exchanges
4. District IV – Center, Edmonton, and Summer Shade Exchanges
5. District V – Glasgow and Temple Hill Exchanges
6. District VI – Fountain Run, Gamalie,l and Lucas Exchanges
7. District VII – Buffalo and Magnolia Exchanges

(August 31, 1965; August 29, 1974)

Trustees shall be elected for a term of 3 years with the schedule for such term by district as follows:

1. Year 2026 - Districts I & III and every third year thereafter;
2. Year 2027 – Districts IV and VII and every 3rd year thereafter;
3. Year 2028 – Districts II, V, and VI and every 3rd year thereafter;

(July 30, 1987)

No person shall be eligible to become or remain a trustee of the Corporation who:

1. Is not a member and is not residing in the district from which he or she is elected; or
2. At the time of his election or thereafter is directly or indirectly interested in any contract with or claims against the Corporation or the sale to the Corporation of any property, materials, supplies, equipment, or services for which Corporation funds are expended; or who has been within the last 5 years an employee of the Corporation, or who has retired from the Corporation, or who has a vested financial interest in the Corporation, or
3. Has an immediate relative serving as a trustee with immediate relatives defined as parents, step-parents, sister, brother, spouse, child, step-child, niece, nephew, son or daughter-in-law, and mother or father-in-law of trustee, or at the date of the meeting of the nominating committee or thereafter is engaged, directly or indirectly, as an owner, employee or agent, in any telecommunications business offering or providing any service offered by the corporation in the area served by the corporation, or at the time of nomination has such an immediate relative employed by the corporation, provided however, the provision shall not apply to any Trustee, now or in the future, who was a Trustee on December 31, 2022.
4. Is or has been within the 12 months prior to the meeting of the Nominating Committee at which the member is considered for nominations to the Board of Trustee, in arrearage for 2 consecutive months to the Corporation in the payment for goods or services provided by the Corporation to the member, or
5. Is or has been convicted of a felony which has not been expunged.
6. Effective December 31, 2023, who holds an elective public office, other than a federal, state, or county agriculture agency position. This provision shall not apply to any person who was a Trustee on or before December 31, 2023.

Upon establishment of proper cause that a trustee is holding office in violation of any of the foregoing provisions, the Board shall remove such trustee from office after he has had a hearing by the remaining members of the Board, including service of reasonable notice of the hearing and written charge or charges.

(August 31, 1965; August 29, 1974; December 22, 1988; July 12, 2001; March 9, 2006; May 22, 2007; September 24, 2010, January 26, 2017; Sept 22, 2022; May 30, 2023)

The Board shall appoint not less than 60 days or more than 120 days before the Annual Meeting, a Committee on nominations, consisting of 1 delegate from each exchange in the system, said Committee to serve for 1 year from the date of appointment. Any person who is not a member in good standing of the Corporation shall be disqualified to serve as a delegate, and no member of the Board may serve on such Committee.

The Committee shall nominate 1 or more candidates for each Office of Trustee to be filled during its year. The Committee shall meet not later than 40 days before the Annual Meeting to select its nominees, and the Secretary of the Corporation shall notify, by mail, each member within the districts where the terms of Trustees are subject to election of the date, time, and place that the Committee will meet.

Qualified members of the Corporation desiring to be elected as a Trustee shall secure a nominating petition (petition form to be provided) containing the signatures, telephone numbers and or account numbers, and complete addresses of at least 50 members residing in the district which the candidate desires to represent; which shall be filed at least 14 days before the meeting of the Nominating Committee, with the Secretary of the Board of Trustees, or his designee, at the Corporate Office in Glasgow, Kentucky, who shall deliver same to the Nominating Committee when it convenes; provided, however, that any incumbent Trustee desiring to be so nominated for reelection shall not be required to submit such a petition, but he or she may do so.

In the event such incumbent Trustee does not desire to submit a nominating petition, she or he shall notify, in writing, the Secretary of the Corporation, or his designee, at least 14 days before the meeting of the Nominating Committee, of his or her desire to be so nominated. In such event, the Secretary of the Corporation shall deliver such written notification to the Nominating Committee, at its Annual Meeting and after the chair has been elected for the year in which the nominations will be made, and such written notification shall be deemed to be the same as a nominating petition with the above mentioned 50 signatures and so considered by the Nominating Committee.

Nominating petitions (which shall hereafter be defined as to include written notification from incumbent Trustees) shall be filed with the Nominating Committee, and if any nominating petitions are filed with the Nominating Committee, the Committee shall be limited in its nominations to those members filing nominating petitions. The Nominating Committee shall promptly make a report of its nominations to the Secretary of the Corporation, who shall promptly notify, by mail, each member filing a nominating petition of the actions of the Nominating Committee.

(August 31, 1965; August 29, 1974; February 20, 1975; January 13, 1981; July 30, 1987; November 14, 1991; July 6, 2000; February 22, 2001; September 24, 2010, October 28, 2010, December 17, 2015; April 26, 2018)

The election of trustees shall be by mail in districts where there is more than 1 nominee. This election shall be conducted by an independent and outside entity selected by the Board. The entity so chosen shall, within 25 days after the report of the Nominating Committee, prepare and mail an official ballot for each district in which more than 1 person has been nominated in accordance with Section 4 Article IV and shall cause to be published in 1 or more newspapers of general circulation in the district where an election is to occur, a notice to members that the ballots have been mailed and the time in which the marked ballots are to be returned and such other information as may be required by the Board of Trustees.

No person other than the member, or spouse of a member, to whom the ballot is directed, shall mark, vote, or return the ballot.

No person shall, directly or indirectly, pay, give, promise to pay, or give, anything of monetary value to any member in exchange for the vote of said member for any candidate for trustee.

The Board of Trustees shall investigate any allegation of violations of the voting procedure made by any member and shall use such methods of investigation it deems appropriate. If the Board of Trustees deems that voting procedures were violated by or on behalf of a candidate who receives the most votes, the Board of Trustees, by a vote of 2/3 of its membership, shall disqualify such candidate, and the candidate receiving the next highest number of votes for which there is no finding of a violation of the voting procedures shall be elected.

Each ballot shall contain a notice which contains the following statement:

“Only the member to whom the ballot is addressed, or spouse, may mark, vote, or return this ballot. No person shall pay, give, or promise to pay or give anything of monetary value to any member in exchange for the vote of the member.”

In the event you are aware of any violation of the voting procedures or if you have any questions about the voting procedures contact:

Business Directory

South Central Rural Telecommunications Cooperative, Inc.
1399 Happy Valley Road
P O Box 159
Glasgow, Kentucky 42142
(270) 678-2111

It shall be addressed to the entity and shall contain a certificate to be signed by the voting member certifying compliance with these provisions. Any ballot returned without being properly signed shall not be counted. The entity shall mail an official ballot to each member within a district electing a trustee.

The member shall cast his ballot by returning it to the entity by mail. Only the official ballot will be provided to each member and no vote shall be cast except on the official ballot so provided. Trustees shall be elected by a plurality of the members voting. All ballots shall be returned no later than 20 days after the ballots were mailed, and any ballot postmarked after midnight on the 20th day after mailing to the member shall not be counted.

The ballot shall include a statement containing the date after which the vote shall not be counted unless postmarked before the date prior thereto. The entity shall tabulate the ballot properly voted and certify the results to the President in a sealed envelope at 4:00 pm on the fifth business day following the close of voting and a representative of the entity shall report the results in the Board of Trustees meeting room at the Corporate office in Glasgow, Kentucky to the candidates, the President, and the Trustees.

The President shall publicly report the results of the election during the annual meeting. In districts where there is only 1 nominee for the Office of Trustee in accordance with Section 4 Article IV, then said sole nominee shall be duly declared by the Chairman of the Board at the annual meeting to have been elected.

In the event the election results in 2 or more candidates receiving the highest and equal number of votes (tie), and 1 of those candidates is an incumbent trustee, the incumbent shall be declared as having received the highest number of votes, but if 1 candidate who received the highest and equal number of votes is not an incumbent, the election entity, in the presence of the candidates who have the tie vote, shall determine the winner by putting a number of slips of paper in a receptacle equal to the number of candidates who received the tie votes; the slips of paper shall be blank except for 1, which shall have ‘winner’ written on it, and the slips of paper shall be folded and prepared so that they appear identical and in alphabetical order according to the candidates’ surname, the candidates shall draw the slips of paper from the receptacle in a manner so that they cannot see the slips of paper, and the candidate which draws the slip with “winner” written on it shall be declared by the election entity as the candidate which received the highest number of votes and the elected Trustee.

The entity shall record and report to the Board of Trustees any allegations of voting violations received by it.

(December 19, 1996; February 22, 2001; July 26, 2001; March 9, 2006; March 23, 2006; March 27, 2008, October 28, 2010, October 6, 2016, October 29, 2020)

Any member may bring charges against a Trustee and by filing with the Secretary such charges in writing together with a petition signed by at least 10 per centum of the members, or 200 members, whichever is the lesser, may request the removal of the Trustee by reason thereof.

The Secretary shall prepare a copy of such charge and the supporting petition and forward the same to the President of the Corporation who shall proceed within 30 days from the filing of said charge to call a special meeting of the Board to consider the removal of the Trustee.

Such Trustee shall be informed in writing of the charges at least 10 days prior to the special meeting of the Board 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 the person or persons bringing the charges against him shall have the same opportunity.

The question of removal of such Trustee shall be considered and voted upon at said special meeting of the Board. A 2/3 vote of the entire membership of the Board is required for the removal of such Trustee.

The Board of Trustees may, by a 2/3 vote of its entire membership, remove a Trustee, if it finds the Trustee:

1. Recruited or solicited a candidate to become a candidate for Trustee against another Trustee;
2. Gave, provided, or contributed directly or indirectly anything of value to another candidate for Trustee against an incumbent Trustee, or
3. For actively campaigning against an incumbent Trustee, or
4. For threatening bodily harm, harassing or attempting to harass another Trustee or employee, or disrupting a meeting of the Board of Trustees by ignoring parliamentary order.

Any Trustee who is removed shall forfeit all benefits provided to Trustees or retired Trustees and shall be permanently ineligible for nomination or election as Trustee. (August 31, 1965; August 29, 1974; March 9, 2006)

A vacancy occurring on the Board shall be filled by the affirmative vote of the majority of the remaining Trustees for the unexpired term of office, providing, however, that in the event the vacancy is not filled by the Board within 60 days it shall be the duty of the President within 10 days after the expiration of the aforesaid 60 day period to fill such vacancy by appointment. Such appointment shall be made from the membership within the district where the vacancy occurs.

(March 11, 1976)

Trustees shall not receive any salary for their services as Trustees except that by resolution of the board, a fee shall be allowed for attendance at board meetings and committee meetings of the cooperative. In addition, actual expenses of attendance at board or other meetings of the cooperative or in carrying out assignments directly related to the business of the cooperative shall be allowed, including a mileage rate as determined by the board resolution.

The members of the board of Trustees shall be entitled to life insurance and the same fringe benefits paid to the employees; the life insurance and the fringe benefits shall be considered part of the Board fee. No Trustee shall receive compensation for serving the cooperative, in any other capacity nor shall any close relative of a Trustee receive compensation for serving the cooperative, unless the payment and amount of the compensation be specifically authorized by a vote of the members of the service by such Trustee or close relative shall be certified by the Board as an emergency measure.

(August 31, 1965; February19, 1970: February 20, 1975; September 29, 1977; July 15, 1982; March 9, 2006)

The Board of Trustees shall all adopt, alter, or amend administrative policies hereinafter referred to as “Policies’ which provide for the orderly administration of the business affairs of the corporation and the corporation’s member business relations with it and the policies as adopted, altered or amended, shall be the final authority on the resolution of any issue to which they apply.

(July 26, 2001)