AMENDMENT TO ARTICLES OF CONSOLIDATION
United Cooperative Services (United) requests your participation in the democratic process of your electric cooperative by voting in the 2025 election. One of the distinguishing qualities of member-owned electric cooperatives is that the membership has a voice in the cooperative’s affairs. The ballot for the 2025 United Cooperative Services (United) Annual Meeting includes a ballot proposition in addition to the cooperative’s annual Board of Directors election. The additional ballot item seeks member support for an amendment to United’s Articles of Consolidation (Articles), proposed by your board of directors.
In recent years, member participation and/or attendance, in person or by mail ballot, has gradually declined at meetings requiring a quorum. While all members are encouraged to participate in the annual meeting, either in person or by absentee electronic/mail ballot, consistently obtaining the 5% quorum requirement is proving to be more challenging each year. Failing to obtain the applicable quorum at membership meetings can prevent necessary business from being conducted on behalf of United and its members. This amendment, considered by the board to be in the best interest of United and its membership, is being proposed to reduce the risk of substantial cost and delay that would occur in the event the quorum requirement for a scheduled meeting of the members—including annual meeting—is not satisfied.
The following resolution by United’s Board of Directors highlights in blue and red the proposed, amended Articles of Incorporation for member consideration:
United Electric Cooperative Services, Inc.
Resolution for Submission of Amendment to
Articles of Consolidation for Vote by Members
RESOLVED, that to help assure the attainment of quorum requirements for the conducting of member business and to avoid expenses and delays that would result in the event the current 5% quorum requirement is not attained, the board hereby approves and adopts the following:
(A) Submitting to the membership for vote a proposal to amend the Amended and Restated Articles of Consolidation (“Articles”) at Article VIII at Section 2 by
(i) at Article VIII, Section 2(a) changing to 1% from 5% the applicable percentage of the total number of all members of the Cooperative present in person or represented by absentee mail ballot submitted in accordance with the bylaws of the Cooperative which shall constitute a quorum for the transaction of business at all meetings of the members except as otherwise provided in the Articles and
(ii) at Article VIII, Section 2 adding 2(c) to continue the 5% quorum requirement for member meetings for amendment of the Articles; with the text of such amendments being as follows:
ARTICLE VIII
. . .
Section 2. (a) Except as provided in Paragraph (b) and (c) of this Section 2 of this Article VIII, onef̶i̶v̶e̶ per centum (15̶%) of the total number of all members of the Corporation present in person or represented by absentee mail ballot submitted in accordance with the bylaws of the Corporation, shall constitute a quorum for the transaction of business at all meetings of the members. If voting by mail is authorized by the bylaws of the Corporation, persons voting by mail shall be counted as present. If less than a quorum is present at a meeting, a majority of the members so present may adjourn the meeting from time to time without further notice.
(b) A majority of the total membership of the Corporation shall constitute a quorum at a meeting (1) for the purpose of considering the sale, lease, lease-sale, exchange, transfer or other disposal of all or substantially all the Corporation's property, (2) for the purpose of considering the alternation, amendment or repeal of Section 1 of Article VIII of the articles of incorporation relating to sale or disposition of property, or (3) for the purpose of amending, altering or repealing this paragraph (b) of Section 2 of this Article VIII of the
(c) Except as provided in Paragraph (b) of this Section 2 of this Article VIII, five per centum (5%) of the total number of all members of the Corporation present in person or represented by absentee mail ballot submitted in accordance with the bylaws of the Corporation shall constitute a quorum at a meeting of the members for the purpose of considering the alteration, amendment or repeal of any provision of the articles of incorporation. If voting by mail is authorized by the bylaws of the Corporation, persons voting by mail shall be counted as present. If less than a quorum is present at a meeting, a majority of the members so present may adjourn the meeting from time to time without further notice; and
(B) Recommending to the members the adoption of the amendment of the Articles as proposed, as being in the best interest of the Cooperative and its membership.
As a member of United, you have a voice. Please cast your vote. This amendment is considered by your Board to be in the best interest of United and its membership and is being proposed to reduce the risk of substantial cost and delay that would occur in the event the 5% quorum requirement currently in effect is not attained in the future.
Therefore, a vote “FOR” the proposed Articles Amendment is recommended by your Board of Directors.
Tommy Cantrell Cameron Smallwood
President, United Board of Directors United GM/CEO