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Article V. Directors

Section 1. General Powers

The business and affairs of the Cooperative will be managed by a Board of 7 directors which will 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 & Term of Office

  1. All directors will be elected for terms of 3 years, and will serve until their successors have been elected or appointed and will have met qualifications as specified in Article V, Section 3. The number of directors to be elected each year will be 2 in 2 succeeding years and 3 every third year. Each director will be elected by means of a confidential ballot, which will be distributed by mail, electronic, or other means, per Board policy, within 10 days following the annual meeting to the members of the district.
  2. Ballots containing a means of identification of the member will be returned electronically or by mail or other means, per Board policy.
  3. The number of members voting will not be less than 10% of the total membership of the district. In order to be counted, ballots will be returned by a time and date specified in the voting instructions, which will be between 21 days and 35 days, inclusive, after the date of mailing.
  4. The ballots will be counted within 7 days of the specified return date.
  5. In order to be elected, a candidate must receive at least 40% of the votes cast. If no candidate receives 40% or more of the votes cast, or, in case there is a tie between the candidates receiving the largest number of votes, a run-off election will be held between the 2 candidates receiving the most votes (or, in the case of a tie among more than 2 candidates, between all such candidates).
  6. A second ballot will be distributed in the same manner within 21 days after the votes are counted, and will name as candidates the 2 (or more, in the case of a tie among more than 2 candidates) persons who received the most votes in the first election.
  7. If no director is elected because of an insufficient number of returned ballots, the director then in office will be considered to be elected for the full term of 3 years. In the event that the director then in office is unwilling, ineligible or otherwise unable to serve another term, the vacancy will be filled according to Section 7 of this Article.

Section 3. Qualifications

No person will be eligible to become or remain a director who:

  1. Is not a member of the Cooperative by virtue of membership held in the member’s name as a natural person receiving electric service at the member’s residence in the district from which the member is elected;
  2. Does not have the legal capacity to enter into a binding contract or who is not physically or mentally able to discharge the duties of a director;
  3. Is in any way employed by or holds a material financial interest in any of the following:
    1. A competing enterprise;
    2. A business selling electric energy;
    3. A business selling substantial amounts of energy or fuel products to the Cooperative;
    4. A major vendor to the Cooperative, including, but not limited to, professional consultants, electrical contractors, and businesses whose sales to the Cooperative represent more than one-third of its business;
  4. Is employed or has been employed by the Cooperative or a subsidiary within the last 3 years;
  5. Is employed by, materially affiliated with, or shares a material financial interest with, any other director;
  6. Is an officer or employee of a collective bargaining unit with which the Cooperative has a labor contract;
  7. Is a close relative or a member of a household of a director of the Cooperative or of a person described in (c), (d), (e), or (f) above;
  8. Has been convicted of a felony and has not had their civil rights restored;
  9. Had a criminal judgment entered against them based on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, or insider trading;
  10. Has not provided a criminal background check within 90 days of the election application deadline;
  11. Has served on the Board for at least 2½ consecutive years, but who has failed to qualify for and obtain the National Rural Electric Cooperative Association (NRECA) Credentialed Cooperative Director (CCD) designation.

As used in this Bylaw, “close relative or a member of a household,” means a person who by blood or by law, including half, foster, step or adoptive kin is either a spouse, child, grandchild, parent, grandparent, brother or sister of the person in question or who on a fixed, long-term or non-temporary basis, shares living quarters with the person in question.

As used in this Bylaw, a business selling electric energy, under (c) (2) above does not include a director’s family member, except for their spouse, who is selling power to the Cooperative under a GVEA-sponsored alternative energy program.

Nothing contained in this section will affect the validity of any action taken at any meeting of the Board.

Section 4. Nominations

  1. a. Nominating Committee
    1. Not less than 90 days before the annual meeting, the Member Advisory Committee may recommend and the Board will appoint a nominating committee for each district from which a director is to be elected, consisting of not less than 3 nor more than 7 members of that district.
    2. Members of the Board will not serve on such committees.
    3. Each committee will, at least 60 days before the annual meeting, prepare and post at the principal and district offices of the Cooperative, and on its website, a list containing the names of at least 2 persons nominated for the office of director.
    4. The nominating committee may nominate as candidates, members serving on the nominating committee.
  2. Publication
    The Cooperative will, at least 5 days before the nominating committee holds its first meeting, publish in a newspaper of general circulation distributed in the affected district and on the Cooperative’s website, the name of each member of the nominating committee and the contact information for the chairperson of the committee and will, in the same publication, invite qualified members to submit resumes to the nominating committee.
  3. Nomination by Petition
    1. 50 members or 3% of the number of members of a district, whichever is less, may nominate candidates for their district by signing and submitting a written petition, received by the Cooperative not less than 50 days prior to the annual meeting.
    2. The names of the persons nominated by petition will be posted in the same place as the list of candidates nominated by the nominating committee.
  4. Candidate Information
    The Secretary of the Board will cause to be distributed with the ballots sent to the members of each district the names, addresses and resumes of the candidates nominated for that district, specifying separately the candidates put forth by the nominating committee and the candidates put forth by petition. Such specification will, however, not be included on the printed ballot.

Section 5. Removal of Directors by Members

  1. a. Any member may bring (a) charge(s) for cause (as noted in subsection (g) of this Section) against the director from the director’s district and, by filing with the Secretary of the Board such charge(s) in writing. Such director will be informed in writing of the charge(s) for cause immediately after the charge(s) are brought forward.
  2. Within 21 days, by a majority vote of a 7 member panel consisting of 1 member from each district selected by that District’s Member Advisory Committee, the petition panel will determine if the charge(s) (as noted in subsection (g) of this Section) is (are) for cause and if by reasonable basis for the charge(s), and if so, will certify the charge(s).
  3. Such director will have an opportunity at the petition panel to be heard in person and/or by counsel and to present evidence concerning the charge(s); and the person or persons bringing the charge(s) against the director will have the same opportunity.
  4. The member seeking to remove a director will be given 45 days from the date charge(s) for cause is (are) certified by the member panel to obtain removal petition signatures of at least 10% of the members of that director’s district.
  5. The question of the removal of such director will be submitted to a vote of the district members by ballot within 45 days of the petition being verified.
  6. The ballot will be conducted as specified in Article III, Section 3. Any vacancy created by removal will be filled pursuant to Article IV, Section 6.
  7. For the purposes of this section, “for cause” will be limited to:
    1. Willful neglect of duties; or
    2. Corrupt, fraudulent or dishonest conduct; or
    3. Gross abuse of authority or discretion; or
    4. Granting of any special consideration, treatment, or advantage to any member beyond that which is available to every other member; or
    5. The use or disclosure of confidential information, including executive session material, without appropriate authorization; or
    6. The use or disclosure of information gained as a director that is not yet published in any form by the Cooperative or is not generally made available to the membership to gain, directly or indirectly, anything of value; or
    7. The solicitation or acceptance of anything of value from any person or entity other than the Cooperative, directly or indirectly, in consideration of some action to be taken or not to be taken in the performance of the director’s duties; or
    8. The holding of any investment that might compromise the performance of the director’s duties without disclosure of the investment and self-disqualification from any particular Board action that might be compromised by the investment; or
    9. The representation of the director as being the official authorized spokesperson for the Board of Directors on a given issue unless specifically authorized by the Board of Directors.
  8. A director removed by the members may not be reappointed by the Board of Directors.
  9. Nothing contained in this section will affect the validity of any action taken at any meeting of the Board.

Section 6. Removal of Directors by Board of Directors

  1. Upon establishment of the fact that a director is holding office in violation of the provisions of Article V, Section 3, the Board will remove such director from office.
  2. A director who fails to attend regular meetings of the Board for 2 consecutive months, or who misses 25% or more of the regular meetings of the Board during any calendar year may be removed.
  3. Nothing contained in this section will affect the validity of any action taken at any meeting of the Board.

Section 7. Vacancies

A vacancy occurring on the Board will be filled by the affirmative vote of a majority of the remaining directors for
the unexpired portion of the term of the director so replaced.

Section 8. Compensation

  1. Directors will not receive salaries for their services as directors and, except in emergencies, will not receive salaries for their services in any other capacity without the approval of the members, but may be reimbursed for the actual expenses incurred while performing duties as a director.
  2. Directors may be paid a fixed fee for each day of attendance at a meeting of the Board or other meeting while officially representing the Cooperative and for each day of necessary travel to and from a meeting of the Board or other meeting while officially representing the Cooperative.
  3. The Cooperative’s health insurance plan may be offered to Directors.

Section 9. Employment of Directors’ Relatives

No close relative or member of the household of a director, as described in Article V, Section 3 of these Bylaws, may be employed by the Cooperative, unless the employment is temporary and is authorized as an emergency resolution by the Board.