Proposed Bylaw Amendments

VOTE YES ON THREE BYLAW AMENDMENTS

White River Valley Electric Cooperative does everything with our members in mind. You are not just customers, but members who own and control the organization. Voting is your right and responsibility as a member, and participation is key to our success.

The Bylaws, Governance, and Member Engagement Committee continues to help evaluate what we do at the Cooperative to provide best-in-class service for our members. This includes updating necessary bylaws and continuing to review our processes annually. We have been able to implement a great deal of efficiencies while providing additional value to members with the amendments that were passed in the last few elections.

This year, we’re proposing three bylaw amendments designed to provide additional clarity, consistency, and efficiency for the Cooperative and its membership.

Members will cast their ballots for three bylaw amendments, in addition to three board seats. Please consider the following information on the following pages before casting your ballots. See the proposed verbiage additions of the bylaws below – additions in blue and deletions in red.

We encourage you to vote YES on all three bylaw amendments.

The first amendment better defines the Cooperative’s governing documents referenced during the membership process, improving transparency and understanding for members.

Amendment 1:

Do you support amending Article I (Membership), Section 1 (Requirements for Membership) to clarify the definition of the Cooperative’s “governing documents” as they pertain to members? This amendment aims to more precisely identify the principal documents and information referenced during the membership application process.

Section 1. Requirements for Membership.

Any person, firm, association, corporation, or body politic or subdivision thereof may become a member in White River Valley Electric Cooperative, Inc. (hereafter called the “Cooperative”), by having first:

a. Made a written application for membership therein;
b. Agreed to purchase from the Cooperative electric energy as hereinafter specified;
c. Agreed to comply with and be bound by the Cooperative’s governing documents articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors; and
d. Paid the membership fee hereinafter specified.

As used in these bylaws, the term “governing documents” means: a member’s membership application, the Cooperative’s Articles of Incorporation, these bylaws, the Cooperative’s service rules, regulations, rates, price schedules, and all regulations, requirements, guidelines, procedures, policies, resolutions, or actions taken or approved by the Board or required by law.

The second amendment further clarifies the Board term limits approved by members in 2023 by establishing a clear maximum of 21 total years of service, ensuring the bylaw reflects the original intent approved by the membership.

Amendment 2:

Do you support amending Article IV, Section 15 of our bylaws to clarify the term limits for members of the Board of Directors? This amendment is intended to ensure clear guidance regarding the maximum length of service for board members.

Article IV, Section 15. Term Limits

No elected Once a director has served twenty-one (21) years, such director shall be disqualified from further service on the Board of Directors of the Cooperative permitted to serve as a Director elected by the Members for more than seven (7) three-year (3) successive terms. If disqualification occurs during such director’s then existing term of office, Any partial term, served as the result of an appointment by the Board shall fill the vacancy in accord with Article IV, Section 9 [vacancies] above to fill an unexpired term, shall not be counted.

The third amendment formally authorizes the use of electronic notices, signatures, and communications for Cooperative business when selected by the member, while continuing to offer traditional paper communication options.

Amendment 3:

Do you support amending Article XI (Miscellaneous) of the Cooperative’s bylaws to include a new section addressing electronic documents and actions for improved administration of Cooperative business as outlined below? This proposed bylaw addition will formally authorize the use of electronic methods for conducting business and communicating with Cooperative members and directors.

Section 8. Electronic Documents and Actions

Members and directors consent to the use of electronic documents and electronic signatures to: accept, send, receive, and transmit governing documents, contracts, records, notices, votes, communications, and other documents regarding actions, transactions, business, meetings, or activities with, for, or involving the Cooperative; however, members and directors shall be entitled to receive a written copy of their electronic documents executed upon request.

An electronic document electronically sent to a member or director at their last known electronic address on file with the Cooperative is considered sent, transmitted, and effective on the date sent by the Cooperative.