| Director
Qualifications
(as they appear in Article III,
Section 2, Sub-section B of the cooperative's bylaws)
(b) Qualifications.
Persons eligible to become or remain a director
of the Cooperative shall:
(1) be a member in good standing of the Cooperative, receiving electric
service at the member's primary residence in the district from which the
director is elected prior to being nominated for director; provided
further, that "primary residence" is defined as the residence that is the
chief or main residence of the member and where the member actually lives
for the most substantial portion of the year;
(2) not be, nor within three (3) years preceding a director candidate's
nomination have been, an employee of the Cooperative;
(3) not be, become, nor shall have been at any time during the five (5)
years preceding a director candidate's nomination, employed by a labor
union which represents, or has represented, or has endeavored to
represent, any employees of the Cooperative;
(4) not be a close relative of an employee or director, where as found in
these bylaws "close relative" means any individual who is, either by
blood, law, or marriage, including half, step, foster, and adoptive
relations, a spouse, child, grandchild, parent, grandparent, or sibling,
or principally resides in the same residence;
(5) not be employed by, materially affiliated with, or have a material
financial interest in, any individual or entity which either is:
(i)
directly or substantially competing with the Cooperative; or
(ii) selling goods and services in substantial quantity to the
Cooperative; or
(iii) possessing a substantial conflict of interest with the Cooperative;
For purposes of this section, the terms "material" or "substantially"
shall be interpreted as constituting a minimum of 5% of a member's total
hours of employment, sales, or income on an annual basis;
(6) not be or become the full-time employee or agent of, or be or become
the full-time employer or principal of, another director;
(7) not be absent without being excused by the board from three (3) or
more regular meetings of the board of directors during any twelve (12)
month period;
(8) be
only one, and not more than one, member of a joint membership; provided,
however, that none shall be eligible to become or remain a director or to
hold a position of trust in the Cooperative unless all shall meet the
qualifications hereinabove set forth;
(9) if a
representative or agent of a member is not a natural person, i.e. a
corporation, partnership, limited liability company, or similar, then the
representative or agent designated as a nominee for director shall be an
individual residing within the external boundaries of the district from
which (s)he is nominated; and
(10) not
have been convicted of a felony while a director, nor during the five (5)
years immediately prior to becoming a director. |