Any Member or Director may waive, in writing, any notice of meetings required to be given by these Bylaws.

The Cooperative may not sell, lease or otherwise dispose of all or any substantial portion of its property unless such sale, lease, or other disposition is authorized at a meeting of the Members thereof by the affirmative vote of not less than two-thirds (2/3) of all the Members of the Cooperative, and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of Directors of the Cooperative, without authorization by the Members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board of Directors shall determine to secure any indebtedness of the Cooperative; provided further that the Board of Directors may, upon the authorization of a majority of those Members of the Cooperative present at a meeting of the Members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this state pursuant to the act under which this Cooperative is incorporated.

The fiscal year of the Cooperative shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

The Cooperative shall not become a Member of or purchase stock in any other organization without an affirmative vote of the Members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed Membership or stock purchase, provided however, that the Cooperative may, upon the authorization of the Board of Directors, purchase stock in and/or become a member of any corporation on a non-profit basis, which:


  1. has the purpose of engaging in or furthering the cause of rural electrification, rural education, rural economic development of any kind or other similar programs which may benefit, directly or indirectly, the Membership,

      b. has the purpose of acquiring or operating electric generation, transmission and/or distribution facilities; or

       c. is an electric cooperative corporation organized under the Act.

The Corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal, Texas.”

These Bylaws may be altered, amended or repealed by not less than the affirmative vote of two-thirds (2/3) of all the Board of Directors at any Regular or Special Meeting.