Membership Bylaws - Article IV
Directors
SECTION 4.1 General Powers.
The business and affairs
of the Cooperative shall be managed by a board of nine directors which shall exercise
all of the powers of the Cooperative except such as are by law, the articles of
conversion or these bylaws conferred upon or reserved to the members.
SECTION 4.2 Election and
Tenure of Office.
The persons named as directors in the articles of conversion
shall compose the Board of Directors until the first annual meeting following the
conversion of the Cooperative under the Rural Electric Cooperative Act until their
successors shall have been elected and shall have qualified.Beginning with the first
annual meeting of the Cooperative following its conversion held in 1946, the directors
of the Cooperative shall be divided into three classes, each of which shall consist
of three directors. The terms of office of the directors of the
first class elected at the annual meeting in 1946 shall expire at the next succeeding
annual meeting; the terms of office of the directors of the second class elected
at the annual meeting in 1946 shall expire at the second succeeding annual meeting;
the terms of office of the directors of the third class elected at the annual meeting
in 1946 shall expire at the third succeeding annual meeting.At each annual meeting
after the annual meeting held in 1946, three directors shall be elected by ballot
by and from the members to serve until the third succeeding annual meeting of the
members or until their successors shall have been elected and shall have qualified.
If an election of directors shall not be held on the date designated herein
for the annual meeting or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the members as soon thereafter
as practicable.Directors may be elected by a plurality of the members.
SECTION 4.3 Qualifications.
No
person shall be eligible to become or remain a director or to hold any position
of trust in the Cooperative who:
(a) is not a member and bona fide
resident in the area served or to be served by the Cooperative; or
(b) 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
(c) is the incumbent of or candidate
for an elective public office in connection with which a salary or compensation
in excess of one hundred dollars per annum is paid.
Upon establishment of the fact that a director is holding office in violation of
any of the foregoing provisions, the Board of Directors shall remove such director
from office.Nothing contained in this section shall effect in any manner whatsoever
the validity of any action taken at any meeting of the Board of Directors.
SECTION 4.4 Nominations.
It shall be the duty of
the Board of Directors to appoint, not less than thirty days nor more than sixty
days before the date of a meeting of the members at which directors are to be elected,
a committee on nominations consisting of not less than five nor more than eleven
members who shall be selected from different sections so as to insure equitable
representation. No members of the Board of Directors may serve on such committee.
The committee, keeping in mind the principal of geographical representation, shall
prepare and post at the principal office of the Cooperative at least twenty days
before the meeting a list of nominations for directors which may include a greater
number of candidates than are to be elected.A number of members equal to five percent
of the membership may make other nominations by petition not less than thirty days
prior to the meeting and the Secretary shall post such nominations at the same place
where the list of nominations made by the committee is posted.
The Secretary shall mail with the notice of the meeting or separately, but at least
seven days before the date of the meeting, a statement of the number of directors
to be elected and the names and addresses of the candidates, specifying separately
the nominations made by the committee on nominations and also the nominations made
by petition, if any.The chairman shall invite additional nominations form the floor
and nominations shall not be closed until at least one minute has passed during
which no additional nomination has been made. No member may nominate more than one
candidate.
SECTION 4.5 Removal
of Directors by Members.
Any member may bring charges against a director and,
by filing with the Secretary such charges in writing together with a petition signed
by at least ten percent of the members, may request the removal of such director
by reason thereof. Such director shall be informed in writing
of the charges at least ten days prior to the meeting of the members at which the
charges are to be considered and shall have an opportunity at the meeting to be
heard in person or by counsel and to present evidence in respect of the charges;
and the person or persons bring the charges against him shall have the same opportunity.The
questions of the removal of such director shall be considered and voted upon at
the meeting of the members and any vacancy created by such removal be filled by
vote of the members at such meeting without compliance with the foregoing provisions
with respect to nominations.
SECTION 4.6 Vacancies.
Subject
to the provisions of these bylaws with respect to the filling of vacancies caused
by the removal of directors by the members, a vacancy occurring in the Board of
Directors shall be filled by the affirmative vote of a majority of the remaining
directors for the unexpired portion of the term.
SECTION 4.7 Compensation.
Directors shall not receive
any salary for their services as directors, except that by resolution of the Board
of Directors a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each 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 service the Cooperative, unless the payment
and amount of compensation shall be specifically authorized by a vote of the members
or the service by such director or close relative shall have been certified by the
Board of Directors as an emergency measure.
SECTION 4.8 Indemnification of Directors,
Officers, Employees or Agents.
The Cooperative shall indemnify
to the fullest extent permitted by Law against expenses including attorneys fees,
judgments, costs, fines and amounts paid in settlement actually and reasonably incurred
by any person who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or preceding whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer, employee
or agent of the Cooperative or is or was serving any other enterprise at the request
of the Cooperative. The Cooperative may purchase insurance to cover such indemnification.