Board of Directors
Meet Our Board
Election Policy
1. The bylaws of the cooperative in Article III, Section 1 set the total number of Directors and their respective terms. That Article and other portions of the bylaws describe the general functions and duties of the Board of Directors. However, the bylaws do not describe the election process for director seats. This policy is intended to address how elections for board seats (whether the seat is up for election because of the end of a normal three-year term or is a vacancy created by retirement or resignation) will be conducted. Section 11 of that same Article provides discretion in the Board in the establishment of districts and in determining procedures for the election of Directors from those districts.
2. The Board of Directors may, but is not required to, create a nominating committee whose task will be to identify and nominate members for election to the board. All nominations for directors must be received by the CEO of the Cooperative no later than 20 days prior to the date of the annual meeting of the membership. A nomination is “received” by the CEO if delivered to the main office of the Cooperative in an envelope addressed to the CEO. A member may nominate themselves. Following the close of nominations, the Board of Directors, or its designee, shall determine whether a nominated member is qualified to serve as a director under the terms of the bylaws. No nominations from the floor during the annual meeting of the membership will be allowed. The Board of Directors or nominating committee shall use its best efforts to identify potential directors from the membership that represent the full trade territory of the cooperative giving emphasis to securing proportionate board representation which reflects the cooperative’s types of business, and concentration of business in geographic areas.
3. Voting will be conducted as described in the bylaws. Ballots shall be counted by tellers selected by the Chairman of the Board of Directors. If more candidates are seeking election to the board than available board seats, those candidates receiving the most votes, in descending order, shall be the winner of the director’s seats. Should the available board seats have less than a full three-year term associated with that seat because of a retirement, resignation or death, the seats shall again be awarded based on total votes received by each candidate with the highest vote recipient winning the longest term seat and the remaining seats being awarded in descending order of votes received by the candidate. No write in candidates are allowed.
4. Nominations must be submitted on a “Nomination Form” adopted by the Board of Directors. That form shall be available to the membership at all times upon request from a member.
5. Currently four districts are set throughout the trade territory of the cooperative to ensure minimum geographic board representation. The Board must include at least one Director from each district. The remaining five Director seats are “at-large” positions and may be filled by any qualified member without regard to which district they reside in or whether that district would have more than one member serving on the Board of Directors.
6. The Board of Directors shall from time to time review the established districts to determine whether the existing districts accurately reflect the current business of the cooperative, the concentration or dissipation of sales revenue in the trade territory and any other relevant information to ensure that the established districts represent the cooperative’s business activities. This review shall occur at least every five years.
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