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Bylaws :: Directors

400 Temporary Bylaw on Directors

Notwithstanding any provision of the revised Bylaws reducing the number of directors from nine to seven, each incumbent serving on the board of directors on the date of such reduction shall continue to serve until expiration of their current three-year term. This Bylaw shall expire after the annual meeting of the Cooperative in the year 2002.

401 Number and General Powers

The business and affairs of the Cooperative shall be managed by a board of seven directors. One director shall be nominated and elected from each of the Cooperative’s five nominating districts. Two directors shall be nominated and elected from the Cooperative’s membership-at-large. The board shall exercise all of the powers of the Cooperative except such as are by law or by the Cooperative’s articles of association or Bylaws conferred upon or reserved to the members.

402 Director Qualifications

No person shall be eligible to become or remain a director of the Cooperative who is not a natural person and is not a member in good standing of the Cooperative and receiving service therefrom at one’s primary residence. No person shall be eligible to become or remain a director of the Cooperative who is not at least eighteen years of age or 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 a business primarily engaged in selling electrical appliances, fixtures or supplies to, among others, the members of the Cooperative.

Upon establishment of the fact that a nominee for director lacks eligibility under this section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Such unqualified nominee shall be notified of the ineligibility as soon as possible.

Upon establishment of the fact that any person being considered for, or already holding, a directorship lacks eligibility under this section, it shall be the duty of the board of directors to withhold such position from such person, or to cause such person to be removed therefrom, as the case may be. Nothing in this section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors, unless such action is taken with respect to a matter which is affected by the provisions in which one or more of the directors have an interest adverse to that of the Cooperative.

403 Nominations - Districts/At-Large/From the Floor

(a) Districts. For those elections in which the Cooperative members will elect a director from a nominating district, twenty-five (25) or more of the members residing in the respective nominating district may make nominations from the members of the Cooperative residing in such district by member petition in writing over their signatures.

The Cooperative shall be divided into five nominating districts, and the nominations are to be made from districts as follows:

District No. 1

T 136N R 79W T 136N R 78W T 136N R 77W
T 136N R 76W T 136N R 75W T 136N R 74W
T 135N R 79W T 135N R 78W T 135N R 77W
T 135N R 76W T 135N R 75W T 135N R 74W
T 134N R 79W T 134N R 78W T 134N R 77W
T 134N R 76W T 134N R 75W T 134N R 74W
T 133N R 79W T 133N R 78W T 133N R 77W
T 133N R 76W T 133N R 75W T 133N R 74W
T 132N R 79W T 132N R 78W

T 132N R 77W

District No. 2

T 132N R 76W T 132N R 75W T 132N R 74W
T 131N R 79W T 131N R 78W T 131N R 77W
T 131N R 76W T 131N R 75W T 131N R 74W
T 130N R 79W T 130N R 78W T 130N R 77W
T 130N R 76W T 130N R 75W T 130N R 74W
T 129N R 79W T 129N R 78W T 129N R 77W
T 129N R 76W T 129N R 75W T 129N R 74

District No. 3

T 129N R 73W T 129N R 72W T 129N R 71W
T 129N R 70W T 129N R 69W T 130N R 73W
T 130N R 72W T 130N R 71W T 130N R 70W
T 130N R 69W    
T 131N R 73W T 131N R 72W T 131N R 71W
T 131N R 70W T 131N R 69W T 132N R 73W
T 132N R 72W T 132N R 71W T 132N R 70W
T 132N R 69W    

District No. 4

T 133N R 73W T 133N R 72W T 133N R 71W
T 133N R 70W T 134N R 73W T 134N R 72W
T 134N R 71W T 135N R 73W T 135N R 72W
T 135N R 71W T 136N R 73W T 136N R 72W
T 136N R 71W    
T 133N R 69W T 134N R 70W T 134N R 69W
T 135N R 70W T 135N R 69W T 136N R 70W
T 136N R 69W    

District No. 5

T 138N R 71W T 137N R 71W T 137N R 70W
T 139N R 70W T 138N R 70W T 139N R 71W
T 137N R 74W T 137N R 73W T 137N R 72W
T 138N R 74W T 138N R 73W T 138N R 72W
T 139N R 74W T 139N R 73W T 139N R 72W
T 140N R 74W T 140N R 73W T 140N R 72W
T 140N R 71W T 140N R 70W  

The board of directors may from time to time review the composition of the nominating districts and, if it should be found that inequalities in representation have developed which can reasonably be corrected by a redefinition of districts, the board of directors may reconstitute the districts by resolution so that each shall contain as nearly as reasonably possible the same number of members. Such new district lines shall be noticed as soon as possible, but not later than 90 days prior to January 1 of the year in which an election is to be held.

(b) At-Large. For those elections in which the Cooperative members will elect a director from the Cooperative membership at-large, twenty-five (25) or more of the members of the Cooperative may make nominations from the Cooperative’s membership at-large by member petition in writing over their signatures.

(c) From the Floor. At those meetings in which the Cooperative members will elect a director, a member residing in the respective nominating district may make a nomination from the members of the Cooperative residing in such district. The chairman shall call for nominations from the floor and nominations shall not be closed until the chairman has called three (3) times during which no additional nomination has been made. No member may nominate more than one (1) candidate.

404 Member Petition-Form

  1. Each petition shall contain the following:
    1. The name of the member nominee.
    2. The director position for which the member nominee shall run.
    3. The printed names, addresses, and telephone numbers, date of signature, and original signatures of each member signing the petition.
    4. At least 25 signatures of the members of the respective district, or members at-large, as the case may be.
  2. In the case of joint members, the signature of one or more than one joint member shall constitute one joint signature.
  3. Firms, associations, corporations or body politics shall have the right to place one signature on a petition, the same as other members, by the signature of a duly appointed representative.
  4. Petitions may not be circulated or signed more than 90 days before the date when petitions must be filed pursuant to this Bylaw. Any signature to a nominating petition obtained more than 90 days before that date may not be counted.
  5. All petitions must be filed at the principal offices of the Cooperative not less than 45 days prior to the date of the meeting of the members, as fixed by the board of directors.
  6. After verifying that a petition complies with this Bylaw, the secretary of the board of directors shall post a list of nominations for directors at the principal office of the Cooperative at least 30 days before the meeting of the members.

405 Election and Tenure of Office

The secretary shall mail with the notice of the meeting of the members a statement of the number of directors to be elected, and showing
separately the nominations for district director and at-large director.
 
Each board member shall hold a three-year term. Directors shall be elected by all Cooperative members voting at the meeting. At the annual meeting of the Cooperative held in 2000, one director residing in each of districts numbered 1 and 2 was elected by secret ballot by and from the members, as directors of the first class, to serve for a period of three years. At the annual meeting of the Cooperative held in 2001, one director residing in district number 3 and one director from the Cooperative’s membership at-large shall be elected by secret ballot by and from the members, as directors of the second class. At the annual meeting of the Cooperative held in 2002, one director residing in each of districts numbered 4 and 5 and one director from the Cooperative’s membership at-large shall be elected by secret ballot by and from the members, as directors of the third class. At each annual meeting thereafter, the directors shall be elected by secret ballot by and from the members to succeed those directors whose terms of office shall have expired. One director elected by district shall reside in each nominating district of the respective directors whose terms are expiring. Two directors shall be from the membership of the Cooperative-at-large.

406 Director Conflict of Interest

Each director shall recognize his or her capacity as a person occupying a place of trust and should not create a position in which self interest conflicts with any duty the director owes to the Cooperative and its membership. No director shall be permitted to make a profit from any self-dealing transaction, whether individually or acting as an agent, without affirmatively fully disclosing the same and engaging in arms length fair dealing with the Cooperative.

Any director who actually or potentially is involved with a self-dealing matter, shall make full disclosure of the interest, shall not vote on the matter, and shall leave the board room during the discussion of the matter unless requested to stay in the board room during discussion. Such director shall not vote upon such matter and shall not be counted as a part of the quorum for the vote on the matter. The minutes of the meeting shall reflect that a disclosure was made and that the director having a conflict of interest did not participate in the discussion and abstained from voting.

407 Removal of Directors by Members

Any member may bring one or more charges for cause against any one or more directors and may request the removal of such director(s) by reason thereof by filing with the secretary such charge(s) in writing together with a petition signed by not less than ten percent (10%) of the total membership of the Cooperative, which petition calls for a special member meeting, the stated purpose of which shall be to hear and act on such charges and, if one or more directors are recalled, to elect their successor(s), and specifies the place, time and date thereof not less than forty (40) days after filing of such petition, or which requests that the matter be acted upon at the subsequent annual meeting.

Each page of the petition shall contain in the beginning: the names and addresses of the members filing the charges, a verbatim statement of such charges, and the names of the directors against whom such charges are being made. The petition shall be signed by each member in the same name as he or she is billed by the Cooperative and shall state the signatory’s address as the same appears on such billings.

Notice of such charges verbatim, the name of the directors against whom such charges are made, the name of the member filing such charge, and the purpose of the meeting shall be contained in the notice of the meeting not less than ten (10) days prior to the meeting date at which the charges will be heard. Such directors shall be informed in writing of the charges after they have been validly filed and at least twenty (20) days prior to the meeting of the members, and shall have an opportunity at the meeting to be heard in person, by witnesses, by counsel or any combination of such, and to present evidence in respect of the charges; and the persons bringing the charges shall have the same opportunity but shall be heard first. The question of the removal of such directors shall separately for each, be considered and voted upon at the next regular or special meeting, and decided by a majority vote of those present and voting. Any vacancy created by such removal shall be filled by vote of the members at such meeting and shall fill the unexpired term. The question of removal shall not be voted upon unless some evidence in support of the charges against the director shall have been presented during the meeting through oral argument, document, or otherwise.

408 Vacancies

Unless otherwise provided in these Bylaws, a vacancy occurring in the board of directors because of death, resignation, disqualification or otherwise, shall be filled by election of a member from the appropriate nominating district or at-large, as the case may be, and the elected director shall serve the unexpired term of the vacant director position. Such election shall be held at a meeting of the members at such time as may be called by the board of directors in its discretion, and in a manner consistent with these Bylaws.

409 Director Compensation

Directors as such shall not receive any salary for their services, but by a resolution of the board of directors, may receive on a per diem basis, a fixed fee: (1) for attending meetings and committee meetings of the board of directors and, (2) when such has had prior approval of the board of directors, for the performance of other Cooperative business, including conferences and educational meetings. Directors shall also receive reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred in attending such meetings and performing such business. No director shall be compensated for expenses incurred in traveling from any point outside of the service area to attend any meeting of the board of directors. No director shall receive compensation for serving the Cooperative in any other capacity. Nor shall any close relative of a director receive compensation for serving the Cooperative, unless payment of and the amount of such compensation shall be specifically authorized by a vote of the board of directors. As used in the Bylaws, “close relative” means a person, who, by blood or in law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of the principal.

410 Rules, Regulations, Rate Schedules and Contracts

The board of directors shall have power to make, adopt, amend, abolish and promulgate such rules, regulations, rate schedules, contracts, security deposits and any other type of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Cooperative’s articles of association or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative.

411 Accounting System and Reports

The board of directors shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition as of the end of, such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The board may authorize special audits, complete or partial, at any time and for any specified period of time.