Article IV Board Members

Section 1. General Powers.

The business and affairs of the Cooperative shall be conducted under authority of a board of 9 members which shall exercise all of the powers of the Cooperative except such as are by law, the articles of incorporation or these bylaws conferred upon or reserved to the members.

Section 2. Election & Tenure of Office.

Each board member shall represent one of the three districts established by the board, and shall be elected for a term of three years, or until his or her successor has been elected and qualified, it being the intent of this provision that no more than three of the nine directors shall have their terms expire in any year.

Members of the board shall be elected by secret ballot at each annual meeting of the members. If an election of board members shall not be held on the day designated for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing board members within a reasonable time thereafter. Board members may be elected by a plurality vote of the members. In the event of a tie vote for the election of a board member, the matter will be determined through a drawing of straws conducted by the president of the Cooperative, with the longer straw prevailing.

Section 3. Qualifications.

No person shall be eligible to become or remain a board member of the Cooperative unless such person (a) is a member of the Cooperative, (b) a natural person, (c) is a bona fide resident in the district represented and served or to be served by the Cooperative, (d) receives energy, products or utility services from the Cooperative at the member’s full time place of residence within the district represented; and (e) no person shall be eligible to become or remain a board member of the Cooperative if such person is an employee of the Cooperative or is in any way employed by or holds a significant financial interest in a competing enterprise.

Upon establishment of the fact that a board member is holding the office in violation of any of the foregoing provisions, the board shall remove such board member from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board.

Section 4. Districts.

For the purpose of establishing equitable representation of the board, the territory served or to be served by the Cooperative shall be divided by the board into 3 districts. Each district shall be represented by 3 board members.

Section 5. Nominations.

It shall be the duty of the board to appoint, not less than 90 days nor more than 120 days before the date of a meeting of the members at which board members are to be elected, a committee on nominations consisting of not less than 6 and not more than 12 members who shall be selected so as to insure equitable representation upon the committee from each district from which directors are to be elected. No member of the board may serve on such committee. The committee, keeping in mind the principal of equitable representation, shall prepare and post at the principal office of the Cooperative at least 20 days before the meeting a list of nominations for board members which shall include at least 2 nominees from each district from which directors are to be elected. The secretary shall be responsible for mailing with the notice of the meeting, or separately, but at least 10 days before the date of the meeting, a statement of the number of board members to be elected, the districts from which the board members shall be elected and the names and mailing addresses of the candidates nominated by the committee on nominations.

Any 15 or more members acting together may make other nominations by petition and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. Nominations made by petition, if any, received at least 45 days before the meeting shall be included on the official ballot.

Section 6. Removal of Board Member by Members.

The members may remove or impeach any director at a special meeting of the members called for that purpose. A special meeting of the members for the purpose of removing or impeaching any director may be called only by the secretary or the president. A special meeting of the members for the purpose of removing or impeaching any director shall be called only after the president or secretary is served with a petition requesting the removal or impeachment of such board member. The petition must be signed by at least ten percent of the members or 300, whichever is the lesser, and must state the grounds or basis for the requested removal or impeachment. Such board member shall be informed in writing of the petition at least 20 days prior to the meeting of the members called for the purpose of considering the petition and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and members supporting the removal or impeachment of the director shall likewise have an opportunity to be heard in person or by counsel and to present evidence. The question of the removal or impeachment of such board member shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 7. Director Conduct.

Unless modified or prohibited by Law:

    1. Director Standard of Conduct. A director shall discharge the director’s duties, including duties as a board committee member:
      1. In good faith;
      2. With the care an ordinary prudent person in a like position would exercise under similar circumstances; and
      3. In a manner the director reasonably believes to be in the Cooperative’s best interests.
    2. Director Reliance on Others. Unless a director possesses knowledge concerning a matter making reliance unwarranted, then in discharging a director’s duties, including duties as a board committee member, a director may rely upon information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:
      1. 1 or more Cooperative officer or employees whom the director reasonably believes to be reliable and competent in the matters prepared or presented;
      2. Legal counsel, public accountants, or other individuals regarding matters the director reasonably believes are within the individual’s professional or expert competence; and
      3. If the director reasonably believes a board committee of which the director is not a member merits confidence, then the board committee regarding matters within the board committee’s jurisdiction.
    3. Director Liability. If a director complies with this bylaw, then the director is not individually liable to the Cooperative, any member, or any other individual or entity for action taken, or not taken, as a director. No director is deemed a trustee regarding the Cooperative, or any property held or administered by the Cooperative, including without limit, property potentially subject to restrictions imposed by the property’s donor or transferor.

Section 8. Vacancies.

Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of board members by the members, a vacancy occurring in the board shall be filled by the affirmative vote of a majority of the remaining board members for the unexpired portion of the term.

Section 9. Compensation.

Board members shall not receive any salary for their services as such, except that members of the Cooperative may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the board. If authorized by the board, board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the board in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for servicing the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the board member or his close relative shall have been certified by the board as an emergency measure.

Section 10. Close Relative.

As used in these Bylaws, the term “close relative” means an individual who:

  1. Is, either by blood or law, including half, step, foster, and adoptive relations, a spouse, child, grandchild, parent, or grandparent.
  2. Principally resides in the same residence.

Any individual properly qualified and elected or appointed to any position does not become a close relative while serving in the position because of any marriage or legal action to which the individual was not a party.