1.     These Bylaws have been established for the conduct of the business of the Northeast Consumers’ Electric Systems Association, Inc. (Doing Business as the Northeast Public Power Association), subject to the provisions of its Articles of Incorporation and the laws of the Commonwealth of Massachusetts.

2.     The principle place of business of this Association shall be as determined in these Bylaws or by the Board of Directors.

The purposes for which this corporation is formed are outlined in the Articles of Organization.

1.     The Officers of the Association shall be the President, First Vice-President, Second Vice-President, Treasurer, Secretary, and Executive Director. The Secretary shall be a resident of Massachusetts, as required by law. The Executive Director shall be a non-voting, non-elected Officer.

2.     The President shall serve as the Chair of the Board of Directors, preside at all meetings of the Board of Directors, shall represent the Association as its highest officer before the membership, the public and local, state and federal governmental bodies and shall perform such other duties usually inherent in such office and such other duties as may be assigned by the Board of Directors. The President shall appoint standing committees from the current members and other special committees from all classes of membership as the need for them shall arise subject to the approval of the Board of Directors.

3.     The First Vice-President shall act for the President in the President’s absence and perform such other acts as the President may direct. In the event of a vacancy in the office of President, the First Vice- President shall become the President.

4.     The Second Vice-President shall act for the President or First Vice-President in their absence and perform such others acts as the President may direct. In the event of a vacancy in the office of First Vice-President, the Second Vice- President shall become the First Vice-President. In the event of a vacancy in the office of Second Vice-President the Board may, by a 2/3 vote, elect a Second Vice- President who shall serve until the next duly called annual business meeting or special meeting, whichever comes first, at which time an election shall be held to fill the vacancy.

5.     The Treasurer shall oversee the financial business of the Association under the direction of the Board of Directors. He/she shall cosign all checks in excess of ten thousand dollars. In the event of a vacancy in the office of Treasurer, the Board may, by 2/3 vote, elect a Treasurer who shall serve until the next duly called Annual Business Meeting or a Special Membership Meeting, whichever comes first, at which an election shall be called to fill the vacancy.

6.     The Secretary shall oversee the keeping of the Association records in accordance with the policies developed by the Board of Directors. In the event of the absence or incapacity of the Treasurer, the Secretary may cosign checks in excess of ten thousand dollars. In the event of a vacancy in the office of Secretary, the Board may, by a 2/3 vote, elect a Secretary who shall serve until the next duly called Annual Business Meeting or Special Membership Meeting, whichever comes first, at which an election shall be held to fill the vacancy.

7.     The Executive Director shall have the duties and responsibilities set forth in Article IX of these Bylaws.

1.     The number of Directors shall be twenty one, which number shall include the Officers of the Association, except the Executive Director. The Board of Directors shall have representation which reflects the membership of the Association and shall include at least one Director from each state in the region: Maine; New Hampshire; Vermont; Massachusetts; Connecticut; and Rhode Island. In the event that a state can not fill their designated seat, that Board seat shall revert to an at-large seat. The remaining seats shall be allocated on the basis of the number of member systems in each state as a percentage of the total number of member systems. To the maximum extent possible, the percentage of Board seats allocated to each state shall equal the percentage of member systems from each state. No Active Member shall have more than one representative on the Board of Directors.

2.     The business and affairs of the Association shall be managed under the direction of the Board of Directors, which shall exercise all of the powers of the Association between membership meetings except those powers specifically reserved to the membership, or delegated to the Executive Committee per Article V. The Board of Directors shall meet quarterly, at the call of the President, or at the request of three Directors. (When a quorum of the Board of Directors cannot be assembled to conduct Association business, the Executive Committee shall have the authority to act on behalf of the Board, except to remove an Officer or Board member, per Article VI, Section 3). No Officer or Director, with the exception of the Executive Director, shall receive any compensation for his/her services, but may be reimbursed for necessary expenses incurred in attending Board meetings, except those meetings held in conjunction with the Association’s Annual Conference. All reimbursable expenses must be supported by certified voucher.

1.     An Executive Committee shall meet in advance of each meeting of the Board of Directors. The Executive Committee shall be comprised of the five elected Officers of the Association, the Immediate Past President, and two at-large Directors to be selected by the President and approved by the Board. The President shall give preference to states not represented by the elected Officers and the Immediate Past President.  The at-large Directors shall serve one-year terms, renewable for a second year at the discretion of the President. In the event of a vacancy in the office of Immediate Past-President, the seat will become an at-large seat appointed by the President, until the President is ready to assume the role of Immediate Past President. The First Vice-President of the Board of Directors shall be chair of the Executive Committee. A majority of the committee shall constitute a quorum. The committee shall act by a majority of the votes cast, each committee member casting one vote.

2.      The Executive Committee shall be responsible for the following activities:

a)     Develop an agenda for each Board of Directors meeting in consultation with the Executive Director;

b)     To provide guidance and support to the Executive Director as deemed necessary for accomplishing the Association’s goals and objectives;

c)      To conduct the annual performance review of the Executive Director based upon input from the Board of Directors.  The annual performance review of the Executive Director shall be subject to approval by the Board of Directors;

d)     To address any other issues expressly delegated to the Executive Committee by the Board of Directors.

1.     Officers, except for the Executive Director, and Directors shall be employees of the Active Membership. Nomination and election of Officers and Directors shall be conducted at the Annual Business Meeting held at the Annual Conference by a majority of the Active Members present and voting. Voting for Officers and Directors may be by secret written ballot, if requested by 2/3 of those members present and voting. In the event that no candidate receives more than fifty percent of the total number of votes cast, the candidate receiving the least number shall be eliminated and a new ballot taken on the remaining candidates.

2.     The terms of office of any Officer shall be for two years, and until his/her successor is duly elected and qualified. The term of each Director shall be for three years, on a staggered basis, and until his/her successor is duly elected and qualified. This is contingent upon being an employee of an Active Member. Service eligibility and term shall cease upon loss of employment with an Active Member.

3.     Between regular annual elections, any Officer or Director may be removed from the Board for cause, by a 2/3 majority vote of the Board of Directors present, under the following stipulations:

a)      The Officer or Director will receive a due hearing, at an open meeting of the Board of Directors, at which any member of the Association may be present and speak.

b)      Notice of the time, place, and purpose of said open meeting shall be sent to the Active Membership not less than thirty days prior to its date.

c)     If the action is for the removal of either the President, First Vice-President, or Second Vice-President, the remaining Directors present shall select a presiding Officer from among their number.

d)     If at any time during the meeting a quorum is not present, the meeting shall be recessed or adjourned until a quorum is present. No vote shall take place without a quorum present.

e)     Any Active Member may submit arguments in writing, which shall be read at the open meeting and filed in the record.

4.     Any Director may resign by submitting his/her resignation to the President.

5.     Any vacancy in the number of Directors caused by death, resignation, removal or otherwise, shall be filled by election of an individual from the Active Membership of the Association by the remaining Directors, as defined in Article IV Section 1 The elected Directors from each state shall be invited to submit a candidate (or slate of candidates) to fill any vacancies that may arise in the seats allocated to that state, and these candidates shall be given primary consideration for election. Any Director so elected shall serve until the next annual election.

6.     The committee to suggest names of candidates for election as Officers and Directors, known as the “Nominating Committee” shall be appointed by the President from available members of the Board. It shall consist of a minimum of three persons with no more than five and strive for geographic diversity. The Nominating Committee shall recommend a slate of candidates for election as Officers and Directors of the Association, prior to the Annual Conference, and shall forward its recommendations to all Active Members at least 14 calendar days in advance of the Annual Business Meeting. To assist in the nominating process, the elected Directors from each state shall also be invited to submit a candidate (or slate of candidates) to fill any vacancies that may arise in the seats allocated to that state, and these candidates shall be given primary consideration by the Nominating Committee in making its nomination for Directors. For at-large seats, any Director may suggest a candidate to the Nominating Committee. Nothing in these Bylaws shall prevent any Active Member from making nominations from the floor at the Annual or Special Membership Meeting of the Association for any Office.

1.      In addition to the committees which are created pursuant to these Bylaws, the Board of Directors may establish standing committees and task forces for the purpose of carrying out the goals of the Association. Subject to the conditions enumerated in this article, there shall be no limit to the number of standing committees or task forces in existence at any given time.

2.      At the time a standing committee or task force is established by the Board of Directors, there shall also be adopted a formal statement of goals and purposes for each committee. These goals shall be reviewed no less than once every two years by the Board of Directors, to assure that they are consistent with the overall mission and membership needs of the Association. The Board of Directors, at any time, shall be authorized to discontinue or change the designation of any standing committee or task force as it deems necessary or appropriate.

3.      Membership on any Association standing committee or task force shall be open to any employee of a member. Committee members, as well as chairs of each committee, shall be appointed by the President, subject to the approval of the Board of Directors. Committee members shall be appointed for a period of up to two years, to be terminated automatically with the biennial election of new Association Officers. Committee chairs shall be appointed for a period of one year. All appointees, whether members, or chairs are eligible for reappointment with no limit on the number of such appointments.

4.      Each standing committee can recommend a proposed budget and work-plan for the next fiscal year, to be considered by the Treasurer and the Executive Director as part of the overall Association budget presented to the Board of Directors. In conjunction with the proposed budget and work-plan, each committee shall report to the Board of Directors on their activities of the prior twelve months.

1.      Membership shall consist of four classes: Active, Associate, Corporate and Honorary. Membership for all classes shall be approved by the Board of Directors.

a)      Active Membership

All Public Power systems, including joint action agencies owned or controlled by Public Power systems, shall be eligible to apply for Active Membership in the Association. (Membership in associations which are Associate or Corporate members of the Association shall not bestow Active Membership status on any Public Power entity). Each Active Member shall designate a representative for the purpose of voting in the Annual Business or other Membership Meetings of the Association. Only designated representatives shall be entitled to vote in Association elections or meetings.

b)     Associate Membership

Shall be open to individuals, business concerns or other entities which provide goods or services, or seek to foster business relationships with the Public Power industry.

c)     Corporate Membership

Shall be open to individuals, business concerns or other entities which provide goods or services, or seek to foster business relationships with the Public Power industry. Corporate Membership will confer additional benefits to Associate Membership, as determined by the Board of Directors.

d)     Honorary Membership

Shall be limited to retired persons who have actively served Public Power for at least seven years, and who no longer serve Public Power in any elected or appointed capacity.

2.      Termination, expulsion, shall be: or suspension of membership

a)      Termination for an Active Member: by resignation, expulsion, or non-payment of dues for one fiscal year.

b)     Termination for Associate or Corporate members: by resignation, expulsion, or non-payment of dues.

c)      Expulsion of Active Members shall be by a majority vote of the Active Members present and voting at the Annual Business Meeting or a Special Membership Meeting, on a motion duly made and seconded. All appeals shall go to the Executive Committee for final review.

d)     Expulsion of Associate, Corporate, or Honorary Members shall be by a majority vote of the Board of Directors.

e)      Suspension of any membership class requires a majority vote of the Board of Directors.

3.     Active Members automatically qualify for all the services of the Association. Associate and Corporate Members shall be eligible to subscribe to those services and participate in those activities which are specified by the Board of Directors. Active, Associate, Corporate, Honorary, and non-Members shall pay such fees for service and activities as may be established by the Board of Directors.

4.      Membership dues shall be paid by all members of the Association, other than Honorary members.

a)      For Active Members, dues shall be paid to the Association pursuant to a dues schedule adopted by the Board of Directors and approved by the Active Members. Dues shall be due and payable on an annual basis. The representative of an Active Member shall be refused voting rights at meetings in the event that the member is in arrears in payment of its dues.

b)     For Associate and Corporate Members, dues shall be paid to the Association pursuant to a dues schedule adopted by the Board of Directors. Dues shall be due and paid on an annual basis.

5.      The Board of Directors will request approval of the budget by the Active Membership, and set a dues structure sufficient to meet the anticipated budget requirements for the following year.

1.      An Executive Director shall serve as the Chief Executive Officer of the Association, and shall have such duties and responsibilities as are delegated to him/her by the membership acting through the Board of Directors and the Executive Committee. He/she shall be selected by the Board of Directors, and shall be paid a salary in such amount as the Association, by resolution of the Board of Directors, shall determine. The Executive Director shall be a non-voting Officer of the Association. He/she shall attend all meetings of the Directors and the membership and shall keep records of the minutes and other business of the meetings, and shall distribute such information to the Board of Directors.

1.    There shall be at least two meetings of the Active Members held each year. The first meeting shall be held in conjunction with the Annual Conference, and shall be known as the Annual Business Meeting. The second meeting shall be known as the Annual Membership Meeting. Other meetings of the Active Members, which shall be known as Special Membership Meetings, may be called by the President at any time during the year. Such Special Membership Meetings may be called: (a) at the discretion of the  President; (b) at the request of not less than three Directors; (c) at the request of not less than twenty percent of the Active Membership.

2.      Notice of the Annual Business Meeting, the Annual Membership Meeting, and all Special Membership Meetings shall be sent to the Directors and Active Members not less than thirty calendar days before the date of the meeting, by letter mail and/or electronic mail.

3.      The President of the Association shall preside at all meetings, except that in the absence of the President, the First Vice-President shall preside, and in the absence of the President and First Vice-President, the Second Vice-President shall preside. In the absence of all the foregoing Officers, the remaining Directors shall select one of their number to preside.

4.      For Membership Meetings, each Active Member is permitted one designated voting representative who shall be a full-time employee of the Active Member. The designated voting representative may designate an alternate prior to any Membership Meeting which they cannot attend. This designation shall be made in writing by the Active Member. The designated alternate shall be a full-time employee of the Active Member.

5.      For Board of Directors Meetings, there will be no proxies or alternates permitted.  Quorum of the Board shall be not less than forty percent of the elected Board membership.

6.      All meetings shall be conducted in accordance with the Articles of Incorporation and these Bylaws. The latest revised edition of Robert’s Rules of Order shall be the parliamentary guide for the conduct of all meetings.

1.      The General Fund of the Association shall be composed of dues from Members of all classes and fees paid for service, donation, gifts, bequests and moneys received from the sale of real and personal property owned by the Association. The General Fund shall be used in a manner consistent with the approved annual budget.

2.      In consultation with the Treasurer, the Executive Director shall prepare and furnish a financial report to the Board of Directors prior to each regular Board meeting. The accounts of the Association shall be independently audited annually and the report of such audit shall be submitted to the Board of Directors and made available to the Active Membership. The Association accounts may be accessed at any time by the Treasurer, President or by the Board of Directors. The fiscal year of the Association shall be the calendar year.

3.      The Executive Director shall submit the annual budget for the next fiscal year to the Board of Directors for approval by the Active Membership at the Membership Meeting. The Executive Director shall also establish fees for Association services and events which are consistent with fiscal and membership policies established by the Board of Directors. The Executive Director and the Treasurer will further be responsible for investing any surplus funds in a manner consistent with Board fiscal policies and the laws of the Commonwealth of Massachusetts.

4.      In accordance with the provisions of Article V of the Articles of Organization, any bonds, notes, mortgages, pledges, contracts, leases, obligations, debts, liabilities, judgments, attachments, executions or other evidences of indebtedness incurred by, or imposed on, the corporation for its own benefit , or detriment, or for the benefit of its Members shall be the sole liability and sole responsibility of the corporation and shall not be deemed to be the liability or responsibility of any class of its Members, or any political subdivision of any state, county, or local government or agency of same either within or outside of the Commonwealth. Likewise, no class of Member shall be liable or in any manner responsible for, other than as provided in the corporation’s Articles of Organization, Bylaws or other contract between the corporation and its Members, for any bonds, notes, mortgages, pledges, contracts, leases, obligations, debts, liabilities, judgments, attachments, executions or other evidences of indebtedness of the corporation.

1.      Proposed amendments to these Bylaws shall be submitted to the Board of Directors in writing. These proposed amendments shall be brought forth to the Active Members upon approval by a 2/3 vote of the Board of Directors. Proposed amendments shall be submitted to the Active Members in writing fourteen calendar days prior to the scheduled Annual Business or Special Meeting. Such Bylaw amendments may then be approved by a 2/3 majority vote of the Active Members present and voting. In the event of an emergency, bylaw amendments may be approved at either the Annual Business Meeting or a Special Membership Meeting duly called without prior submission to the Active Membership by a 2/3 vote of those present and voting.

2.      The purposes for which this Association is formed may be altered, modified, enlarged or diminished at the Annual Business Meeting by a 2/3 majority vote in favor of a resolution to the desired effect approved by a 2/3 majority vote of the Board of Directors present; provided that a copy of each Board approved resolution be given to each Active Member prior to said Annual Business Meeting.

3.      These Bylaws may be temporarily suspended at any Annual Business Meeting or special meeting by a motion duly made and seconded, and carried by a 2/3 majority vote of the Active Membership present and voting, provided that the motion contains the reason for such suspension, and provided further that on the accomplishment of the purpose for which suspension was made, the Bylaws shall be restored to their former force and status.

4.      This Association may be dissolved in accordance with the laws of the Commonwealth of Massachusetts prescribing such dissolution. Such corporate property, except for real estate owned by the Association which shall be disposed of under the terms of a contract separate from these Bylaws and executed by the Active Members of the Association, as is extant at the time of dissolution of the corporation shall be divided as equally as may be among the then Active Membership. No Member of any class shall have any definite interest in the corporate part of the Association.

5.      These Bylaws shall be in full force and effect as the rules for conducting the business of the Association, subject to the Articles of Incorporation, from and after their approval by a majority vote of the Active Membership at the time of their adoption. Any entity or individual which becomes a Member of the Association shall be required to accept and conform to the Bylaws.

1.     To the extent permitted by law, including to the extent that the Association’s status under Section 501(c)(6) of the Internal Revenue Service Code, is not affected thereby, the Association shall indemnify each person who may serve or who has served at any time as director, officer, employee or agent of the Association, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity. Notwithstanding the foregoing, no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding to have not acted in good faith in the reasonable belief that his or her action or omission was in the best interests of the Association. Such indemnification may, to the extent authorized by the Association, include payment of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this provision, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

2.     The payment of any indemnification shall be deemed authorized by the Association if:

(a)   the payment has been approved or ratified (i) by at least a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding or (ii) by at least a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board of Directors (in which selection directors who are parties may participate); or

(b)   the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association) appointed for the purpose by vote of the directors or in the manner specified in clauses (i) or (ii) of subparagraph (a); or

(c)   the directors have otherwise acted in accordance with the standard of conduct applied under Chapter 180 of the Massachusetts General Laws.

3.     The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer, employee or agent entitled to indemnification hereunder.

4.     The right of indemnification under this provision shall be in addition to and not exclusive of all other rights to which such director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which the Association’s employees or agents, other than directors and officers, may be entitled by contract or otherwise under law.

5.     The Association shall maintain liability insurance for indemnification purposes.