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Summary of the bylaws of Rich Mountain Electric Cooperative, Inc.

September 6th, 2023

Summary of the bylaws of Rich Mountain Electric Cooperative, Inc. pertaining to membership, annual meetings, board representation, nominations and election procedures for electing directors, Copies of the cooperative’s bylaws available at the cooperative’s headquarters in Mena, Arkansas.

Article 1- Membership

Section 1. Any person, firm, association, corporation, or body politic or subdivision thereof may become a member of the cooperative by (a) making a written application; (b) agreeing to purchase electric energy from the cooperative; (c) agreeing to comply with and be bound by the articles of incorporation and bylaws of the cooperative, and any rules and regulations adopted by the board of directors; and (d) paying a membership fee.

Section 2. Membership in the cooperative shall be evidenced by a membership certificate in such form and containing such provisions as shall be determined by the board of directors.

Section 3. A husband and wife may apply for joint membership.

Article II- Rights and Liabilities of Members

Section 2. Members are exempt from liability for the debts of the cooperative.

Article III- Meeting of Members

Section 1. The annual meeting of the members shall be held each year at such time and place as shall be designated in the notice of the meeting, for the purpose of electing directors, passing on reports for the previous fiscal year, and transacting other business.

Section 3. Written notice of meetings of members stating the place, day and hour of the meeting shall be delivered not less than 10 days or more than 30 days before the date of the meeting.

Section 4. Five per centum (5%) of the total membership shall constitute a quorum. Absent members who have submitted ballots to express votes shall be considered present.

Section 5. Each member shall be entitled to only (1) vote upon each matter submitted to a vote of the members. All questions shall be decided by a majority vote of members voting thereon, except as otherwise provided by law, the articles of incorporation, or the cooperative’s bylaws. All matters which are necessary to be voted on shall be voted on by mail.

Article IV- Directors

Section 1. The business and affairs of the cooperative shall be managed by a board of nine (9) directors.

Section 2. Each Board member to be elected by mail balloting prior to the 2023 annual meeting will represent the following district for the following term: District No. 3: 9 years.

Section 3. No person shall be eligible to become or remain a director of the cooperative who (a) is not a member and full time resident in the area served by the cooperative and is not taking electric service from the cooperative in the district he represents; (b) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the cooperative; or (c) is the incumbent of or candidate for an elective public office for which a salary or compensation in excess of $100 per annum is paid.

Section 4. The board of directors shall appoint, not less than sixty (60) days nor more than one hundred twenty (120) days before the date of the meeting of the members at which directors are to be elected, a committee on nominations of not less than five (5) nor more than eleven (11) members, selected from different sections so as to insure equitable representation. (Members appointed to the committee on nominations are: Gayle Ford, 113 Grand Lane, Mena; Farrell Cole, 217 Polk 184, Mena; Phillip Hatley, 135 Pleasant Lane, Mena; Stan House, 5460 Hwy 88 E, Mena; David Donica, 432 Polk Road 35, Hatfield; Reginald Fryar, 5782 Hwy 71 South, Cove; R. H. Pinkerton, 512 Pinkerton Road, Dierks. The committee shall prepare and post at the principal office of the cooperative at least forty-five (45) days before the meeting a list of nominations for directors, which shall include at least one (1) candidate for each position to be voted upon. Any thirty (30) or more members of a designated district may make other nominations by petition for their district only, and the Secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations by petition, if any, shall be received in the headquarters office in more than sixty (60) days before the date of the meeting. The secretary shall mail with the notice of the meeting a statement of the number of directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any.

Section 5. For the purpose of board representation, the territory of the cooperative is divided into nine (9) districts, each represented by one (1) director.

The director to be elected at the 2023 annual meeting will represent District No. 3. This district described as follows:

District No. 3 - All of the cooperative’s service area West of the Arkansas-Oklahoma state line beginning at the northeast corner of Section 3 of T2N, R27E, thence south to the southeast corner of Section 22 of TIN, R27E located on the state line. Also, all of T2S, R32W; Sections 13 through 36 of T1S, R32W; west one-half (1/2) of T2S, R31W; and Sections 3 and 10 of T2S, R13W in Polk County, Arkansas. District No. 3 is now represented by Mark Robbins.

Section 6. The election of directors shall be by mail ballot and only those nominees selected by the nominating committee or by petition shall be on the ballot and there shall be no nominations from the floor.

Notice of Annual Meeting

Rich Mountain Electric Cooperative Incorporated

Notice is hereby given that the Annual Membership Meeting of the Rich Mountain Electric Cooperative, Inc., will be held on Wednesday, Nov. 22, 2023, in the office of the cooperative located at 515 Janssen Ave. in Mena, Polk County, Arkansas, beginning at 1:30 p.m., for the following purposes:

  1. To pass on reports of the previous fiscal year;
  2. To elect one (1) director for the term: District No. 3: 9 years
  3. To transact such other business as may properly come before themeeting.

Mark Robbins, Secretary-Treasurer

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