Page 25 - Member Handbook

to foreclosure (i) while serving on on the the the Board may not be a a a a a a a a a party to any any contract for profit with the the the Cooperative differing in in in any any way from the the the business relations accorded all Members of the Cooperative and (j) must comply with Cooperative’s Conflict of Interest Policy Appointment of of of a a a a a a a a a a Director to to serve as a a a a a a a a a a representative of of of the the the Cooperative on on the the the boards of of of the the the Colorado Rural Electric Association (“CREA”) Tri-State Tri-State Generation and Transmission Association Association (“Tri-State”) CoBank or or or other such entity shall not disqualify a a a a a a a a a a a a a a a a a a a Person from serving on the Board Section 4 4 4 4 NUMBER OF DIRECTORS Within the the the limits specified in in in the the the Articles the the the number of Directors shall be be determined from time time to to time time by resolution of of the Board of of Directors Section 4 5 DISTRICTS NOMINATIONS AND ELECTIONS (a) Districting The Cooperative shall be divided into two (2) regions regions and such regions regions are defined as (i) the the territory within the the Service Service Area Area north of of the the the the Delta/Montrose County line (“North Region”) and the the the the territory within the the the the Service Service Area Area south of of the the the the Delta/Montrose County line (“South Region”) (the North Region Region Region and South South Region Region Region are collectively referred to as the the “Director Regions”) Additionally based upon geographic consideration determined by the the Board the the Cooperative shall divide the the Service Area into a a a a a a reasonable number of districts that equitably represent the the Members (“Director Districts”) The Cooperative shall be governed by one Director Director Director elected from each of the Director Director Director Regions and Director Director Director Districts A description of the the current Director Director Districts and Director Director Regions by map shall be available for inspection at at the the Cooperative’s headquarters The Director Regions shall remain unchanged As necessary based upon geographic population membership subdivision economic development permanent or or or full residency residency seasonal or or or partial residency residency or or or other equitable considerations determined by by the the the Board Board the the the Board Board by by resolution may revise the the the Director Districts to to ensure that the the Director Director Districts equitably represent the the Members Within thirty (30) days following a a a a a Director Director District District revision and at least thirty (30) days before the the next Annual Member Member Meeting the the Cooperative must notify in in in writing Members affected by the Director Director Director Director District District revision revision A Director Director Director Director District District revision revision may not: (1) increase an existing Director’s Director Director Director Director Term or or or or or (2) unless the affected Director Director Director consents in in in writing shorten an existing Director’s Director Director Director Term (b) Term Term Each Director Director shall serve a a a a a a staggered term of of three (3) years (“Director Term”) with not more than one-third of of the terms of of the the the total Directors Directors expiring each year and with not more than one term term of of the the the Directors Directors representing the the the North or or or or or South Region expiring in in the same year (c) Candidate Notices Information on on on Director Qualifications the the procedure for for for becoming a a a a a a a a a candidate and and and the the schedule for for for elections shall shall be be be posted on on the Cooperative’s web site and shall shall be be be communicated to each Member in in in writing by depositing in the mail no later than sixty (60) days before petitions to become a a a a a a a a candidate are due (d) Petitions for for Candidacy Elections for for open positions of the the Board are held at the the Annual Member Meeting An An individual may become a a a a a a a a candidate for election to to to to a a a a a a a a Director Director Director District or or or or or Director Director Director Region by by meeting the Director Director Director Qualifications and and by by meeting the the following requirements (the “Candidate Requirements”):
i i i i i i i i i i The candidate must must be be a a a a a a a Member of the the Cooperative and and must must reside within the the applicable Director District or or Director Region for for a a a a a a a period of of at at least 45 days before the the date of of the the Annual Member Meeting and ii Must submit to the Cooperative a a a a a a a written petition of candidacy signed by at at least fifteen (15) Members not less than forty-five (45) days days and not more than seventy-five (75) days days prior to the the date of the the Annual Member Meeting Such
petition for for candidacy shall designate the the the the name of the the the the nominee Member the the the the term for for which nominated and and the the the the Director District or or Region to to be served The Cooperative shall verify that each candidate is is in compliance with the Candidate Requirements A candidate may not run for both a a a a a a Director District and and Region during the same election (e) Candidate Access to Membership List Once the Secretary has verified all all candidates for an an an upcoming election all all (f) Election Process Each Member of of the the the Cooperative shall be be entitled to to vote in the the the election of of Directors either by ballot at at the the Annual Member Meeting or by by by Mail Ballot Ballot (collectively the the “Ballots”) but not both except that election by by by voice vote by by by and from the the Members at the the Annual Member Member Meeting may be be be allowed to to to elect a a a a a a a Director Director in in any Director Director District or or or Region if if only one candidate has been nominated for election in in that particular Director District or or or Region The Ballots shall identify the the the candidates and and and the the the applicable Director District or or or Region The order of names on on the the the Ballots shall be determined randomly in in in a a a a a a a a a a manner that does not automatically assign the the top line to to to to the the incumbent Members shall be be be entitled to to to to vote for candidates in in all all all Districts and Regions A Mail Ballot shall be be voted by the the Member placed in in a a a a a a a a special envelope provided for the the purpose so as to conceal the the the marking on on the the the ballot deposited in in in a a a a a a return envelope which must be be signed by the the the voting Member and mailed back to to the the Cooperative The Board may by appropriate resolution designate an an impartial organization to to hold the the Mail Mail Ballots Ballots until the the the Annual Member Meeting In the the the alternative the the the Mail Mail Ballots Ballots shall be be collected and stored in in a a a a a a a a a a a manner that protects the the privacy of their content Section 4 6 COMPENSATION The Cooperative may provide reasonable compensation for time actually spent by its Directors in service to to the the Cooperative Directors may be reimbursed for expenses actually and necessarily incurred in in in in carrying out the the business of of the Cooperative or or may be granted a a a a a a a a a a a a a reasonable per per diem allowance in in in in in lieu of of maintaining a a a a a a a a a a a a a detailed accounting for such expenses The Board shall determine the the manner method and amount of such reasonable compensation reimbursement insurance or other benefits Section 4 7 COMMITTEES The Board by by resolution adopted by by a a a a a a a a majority of the Directors may designate and appoint one or or or or more committees each each of of which shall shall consist of of two or or or or more Directors (each a a a a a a a “Committee”) Committees shall shall have the power to to act for the the Board only to the the extent authorized by appropriate resolution Section 4 8 REMOVAL OF DIRECTORS (1) Recall by Members (a) The The Members may remove Directors only for cause cause The The term “cause” means a a a a a a a a a a a criminal act involving a a a a a a a a a a a breach of moral turpitude breach of a a a a a a a a a a a a a a fiduciary duty malfeasance misfeasance or nonfeasance that adversely affects the Cooperative’s interests or or or or or or that the Director engaged in in fraudulent or or or or or or dishonest conduct or or or or or or gross abuse of authority or or or or or or discretion with respect to the Cooperative “Cause” does not mean conflict disagreement decisions of of a a a a a a a a a discretionary nature or good faith acts of of 23