Section 1. General Powers
The entire business and affairs of the Cooperative shall be managed by a Board of 7 trustees. If a Vacancy is created causing the Cooperative to be managed by a Board of less than 7 trustees, such Vacancy shall be filled pursuant to Article IV, Section 7. The Board shall exercise all of the powers of the Cooperative except as are, by law, the Articles of Incorporation or this Code of Regulations conferred upon or reserved to the members. The number of Board members may not be increased without the affirmative vote of 2/3 vote of the members of the Cooperative.
Section 2. Election & Tenure of Office
The Board shall divide the service area of the Cooperative into 7 districts so that equitable representation may be given to the geographic areas served by the Cooperative. The Board shall have the power to change the boundaries of such districts whenever in their opinion the purpose of this Section requires such a change. Each district shall be represented by 1 Board member. Board members shall be elected each year by secret ballot by and from the members to serve for a term of 3 years or until their successors shall have been elected and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of Board members. Board members may be elected by a plurality vote of the members. If in any year the Nominating Committee makes a good faith effort to obtain at least two candidates for a district to submit for election and is only able to submit one candidate, then the election shall go forward with one candidate.
Section 3. Qualifications
No person shall be eligible to become or remain a member of the Board who:
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- Is not a member and bona fide resident in the particular district within the service area of the Cooperative which is to be represented; or
- Is in any way employed by or financially interested in a competing enterprise or a business selling electric power and/or energy, or supplies to the Cooperative, or who otherwise is engaged in a activity posing a conflict of interest with the governance of the Cooperative; or
- Is, or has been within five (5) years of the date of the election or proposed appointment, an employee of Union Rural Electric Cooperative, Inc., any of its subsidiaries, or any other electric cooperative; or
- Has been convicted of, or pled guilty to, a felony. Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken by the Board.
Section 4. Nominations
It shall be the duty of the Board to appoint, not less than 80 days nor more than 150 days before the date of a meeting of the members at which members of the Board are to be elected, a committee on nominations consisting of not less than 5 nor more than 11 members who shall be selected so as to ensure equitable representation on the committee to the geographic areas constituting the service area of the Cooperative. No member of the Board or officer or employee, nor any member of the Board’s or officer’s or employee’s family (father, mother, brother, spouse, sister, son or daughter by blood, marriage, or adoption) may serve on such committee and no committee member shall nominate a family member (father, mother, brother, spouse, sister, son or daughter by blood, marriage or adoption). No person shall serve on the nominating committee more than 1 time in every 4 years. The committee shall prepare and provide to the Secretary at least 70 days before the meeting of the members a list of nominations for Board membership. The committee shall make a good faith effort to obtain at least 2 candidates from each district for each position for a Board member representing such district which is to be filled. Any member may nominate other qualified candidates for the Board of Trustees by submitting a written petition signed by at least 25 members. Said petition must be filed with the Secretary of the Cooperative not less than 70 days prior to the annual meeting. Said nomination shall be made upon forms provided by the Cooperative. No person shall be voted upon for membership on the Board who has not signified a willingness to serve if elected. Nothing contained in this Section shall affect in any manner whatsoever the validity of any election of Board members or any action taken by the Board. If a nominee, the Secretary shall be replaced by a Board member who is appointed by the Board, but who is not a nominee.
Section 5. Election
Except as provided in Article IV Section 2, a ballot shall be prepared under the direction of the Secretary and mailed at least 20 days prior to the annual meeting of members to each member. The ballot shall list the names of the qualified nominees who have signified their willingness to serve if elected and shall show separately arranged by districts and in alphabetical order, the nominations made by the committee and, if any, nominations made by petition. The ballot when voted shall be returned to the Secretary or the Secretary’s designee at a place designated by the Secretary by the close of business 2 days prior to the annual meeting of members. The ballots shall be tabulated by disinterested intermediary selected by the Board of Trustees, who shall thereby determine the successful candidates. With respect to each position to be filled on the Board, the nominee receiving the greatest number of votes shall be elected a trustee effective as of the date of the annual meeting. In case of a tie vote, the election shall be decided by flipping a coin. The results of the election shall be announced at the annual meeting of the members.
Section 6. Removal of Trustee
Any member may bring specific charges of malfeasance, misfeasance, or nonfeasance in office against a Trustee and, by filing with the Secretary in writing a detailed description of each such charge and the evidentiary basis therefore together with a petition signed by at least 10% of the members may request the removal of such Board member by reason thereof. If more than 1 Trustee is sought to be removed, individual charges against each Trustee and the evidentiary basis for each charge shall be specified. For purposes of this Article “malfeasance, misfeasance, or nonfeasance” means an act or omission amounting to gross negligence, fraud, or criminal conduct, which has a material adverse effect on the business and affairs of the Cooperative. At the next regular or special meeting of the members occurring not less than 45 days after the filing of such charges, the member bringing the charges against the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in support of the charges; and the Trustee shall have an opportunity to be heard in person or by counsel and to present evidence in response to the charges. No Trustee shall be removed from office unless the specific charges against the Trustee are supported by clear and convincing evidence. The questions of the removal of such Board member shall be considered and voted upon at the meeting of members. The removal of no more than 2 Trustees may be considered or voted upon a any meeting of members. Additionally, a Board member may be removed from the Board by an affirmative vote of a majority of the remaining Board members if such Board Member fails to attend 4 regular Board meetings in one calendar year or 3 consecutive regular Board meetings, unless otherwise excused by a majority vote of the remaining Board members; or is convicted of, or pleas guilty to, a felony offense, or criminal offense involving theft, dishonesty or moral turpitude.
Section 7. Vacancies
If a single Vacancy on the Board of Directors (“Vacancy”) occurs, or, if at any time more than 1 Vacancy occurs and if at that time less than 150 days remain before the next Annual Meeting, then such Vacancy shall remain unfilled until the next Annual Meeting, at which time the Members shall elect a Director to fill the Vacancy for the unexpired term of such Director’s predecessor pursuant to the election procedures in Article IV, Section 2. If at any time more than 1 Vacancy occurs and if at that time more than 150 days remain before the next Annual Meeting, or, if at any time more than 2 Vacancies occur, then the Board of Directors shall call a Special Member Meeting for that purpose at which the Members shall elect Directors to fill such Vacancies for the unexpired Director Terms of their respective predecessors. Any such Special Member Meeting shall be held no later than 75 days after the second of such Vacancies occurs. Notwithstanding any other provision of these Bylaws, the Board of Directors may establish a timeline for nominations, voting, and elections for such Special Member Meeting. As used in these Bylaws, a Vacancy does not include a Director position vacated due to an expired Director Term.
Section 8. Compensation
The Board of Trustees may by resolution provide a reasonable compensation to be paid to each Board member for services rendered on behalf of the Cooperative as a Board member, such as attendance at meetings, conferences, and training programs or performing committee assignments. The Board may also authorize reimbursement of Board members for expenses actually and necessarily incurred in carrying out such Cooperative business or grant a reasonable per diem allowance in lieu of detailed accounting for such expenses. A Board member may also receive compensation for services rendered as an officer of the Cooperative, but no Board member shall receive compensation for serving the Cooperative, in any other capacity, except in emergency. No close relative of a Board member shall receive compensation for serving the Cooperative, except in emergency unless such compensation shall be specifically authorized by a vote of the members. As used in this Section, “close relative” means the relationship of father, mother, brother, sister, son, and daughter existing by reason of blood, marriage, or adoption.