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Article IV: Directors

Section 1: General Powers

The business and affairs of the Cooperative shall be managed by its Board of Directors, 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. Action by the Board of Directors shall be by a vote of a majority of the board members, with the exception of items requiring a 2/3 vote.

Section 2: Election & Tenure of Office

The Board of Directors shall consist of 9 members, each of whom shall serve for a term of 3 years. Election of directors shall be held by mail-in paper ballots as set forth in Article III, Section 5. At each election, 3 directors shall be elected to serve a term of 3 years beginning at the time following the announcement of election results at the annual meeting and continuing until his/her successor shall have been elected and shall have qualified. Elections shall be held annually for the positions expiring in that year. The board shall divide the Cooperative area into districts to which director positions shall be assigned in order that all areas shall be represented on the board at all times.

Section 3: Qualifications

To be eligible to become a candidate for or to remain a member of the Board of Directors of the Cooperative, the person shall:

    1. be a member of the Cooperative and be a primary resident of the district represented by the board position for which the candidate is running;
    2. not be employed by or hold a financial interest in a competing enterprise or business selling electric energy or supplies to the Cooperative, or a business that creates a conflict of interest;
    3. not be a current employee nor married to an employee of the Cooperative;
    4. not a former employee nor married to a former employee of the Cooperative whose employment terminated within 1 year of the election day;
    5. not to be a convicted felon; and
    6. not have a close relative who is a director or employee.
      For this purpose, the term “close relative” shall be defined as a spouse, or an unmarried partner with whom 1 co-habits or dates, father, mother, grandfather, grandmother, child, grandchild, brother, sister, aunt, uncle, nephew, niece, and first cousin, whether in blood or by law, including step--, foster--, half--, adoptive, and in-law kin. All relatives of unmarried partners with whom a director or employee cohabits or dates shall be subject to the same restrictions as the relatives of a legal spouse. For this purpose, “cohabits” is defined herein to mean either living together in the same residence on a full-time or part-time basis or having sexual relations with each other.

This provision shall not disqualify a candidate or cause the removal of a member of the Board of Directors if the employment of a “close relative” is that of an employee or director who will or has graduated from high school and is going to college full-time. Such a “close relative” may be employed when work is available for 2 summers as a full-time college student.

When a membership is held jointly by a husband and wife, either 1, but not both, may be elected a director, provided, however, that neither shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless both meet the qualifications hereinabove set forth.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the board shall remove such director 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: Nominations

Nominees for the Board shall be nominated by a petition signed by 15 or more members of the Cooperative and filed with the General Manager of the Cooperative not less than 60 days prior to the date of the annual meeting. The General Manager is charged with determining that.

  1. The signatures on the Petition are those of Cooperative members.
  2. The candidate is a Cooperative member and
  3. The candidate resides in and is a primary resident of the district represented by the Board position for which the nominee is running. The General Manager shall present to the Board a copy of the map showing the nominee’s residence at the first Board meeting after the final date for filing Petitions. No nominee who does not reside in the district for which the nominee is running shall have his or her name placed on the ballot, as such nominee would not be qualified to serve if elected.

Section 5: Removal of Directors by Members

A director may be removed by an affirmative vote of the majority of the remaining members of the Board of Directors for;

  1. a violation of Section 3 – Qualifications or
  2. “For Cause” at a special meeting of members called expressly for that purpose
    1. “For Cause” for removal shall mean that the director is alleged to have committed an act or omission adversely affecting the business and affairs of the Cooperative and amounting to gross negligence, fraud, or criminal conduct.
    2. No director shall be removed “For Cause” except upon certification that the following procedures have been followed:
      1. A written petition must be presented to the Board, which shall;
        1. Describe in detail each of the charges and the basis thereof. If more than 1 director is sought to be removed, individual charges for removal shall be specified.
        2. Be signed by a minimum of 10% of the members of the Cooperative within 60 days of the date of the petition.
      2. If the Board determines that the petition complies with paragraph (b)(i) above, and only if the Board Secretary 8 certifies the authenticity of the petition, then the Board Chairman shall call for a special meeting to hear and decide on the petition. If the charges are against the Board Chairman, then the Vice Chairman shall call for the special meeting.
      3. At such a meeting, evidence must be presented in support of the charges. The charged director shall be entitled to be represented by counsel and shall have the opportunity to refute such charges and present evidence in his or her defense before a vote of the Board of Directors is taken. The charged Director shall not have a vote
      4. If the Director is not removed “For Cause” by a vote of the Board of Directors, then that Director shall retain their position.
      5. If the Director is convicted, that board position shall become vacant immediately. A vacancy caused by the removal of a director pursuant to this Section 5 shall be filled pursuant to Section 7 of this Article IV.
    3. Nothing contained herein, however, shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 6: Removal Because of Nonattendance

The office of a Director shall become vacant if the Director fails to attend either in person or electronically 3 regular meetings of the Board of Directors during any 12 consecutive regular meetings, unless the remaining Directors unanimously resolve:

  1. that there was good cause for such absences; and,
  2. that such cause shall not likely result in such absences during the ensuing 12 consecutive regular Board of Directors meetings

Section 7: Vacancies

Any vacancies occurring on the Board, except pursuant to Section 5 hereof, shall be filled by the affirmative vote of a majority of the remaining directors by a person who meets the requirements of Section 3 of Article IV, and who shall serve until the next annual meeting, when their successor shall have been elected by mail vote as provided in Article III, Section 5, to fill the unexpired portion of the term.

Section 8: Compensation

Board members shall not receive any salary for their services as such, except that the board 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. Board members shall be paid ½ of the base pay rate of the per-day compensation of an AECC/AECI board member. 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 medical insurance or for serving the Cooperative in any other capacity, nor shall any close relative of a board member receive compensation for serving the Cooperative unless the payment and the amount of compensation shall be 9 specifically authorized by a vote of the members or the service by the board member or their close relative shall have been certified by the board as an emergency measure.