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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. That’s why we want to share some information you will need before voting at the 2021 Annual Meeting. Voting is your right and responsibility as a member, and participation is key to our success.

The Bylaws, Governance, and 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. Three amendments will be presented to the membership for a vote this year. Please consider the following information before casting your ballots.

A “YES” vote on each amendment will enable the continued convenience in member participation, allow for more information sharing, and includes additional improvements to our governance practices.

You will see the proposed verbiage additions of the bylaws in blue. Deletions are crossed out in red.

Amendment One

The first bylaw amendment will ask if you are in favor of utilizing membership votes and removing the “in person” requirement for establishing quorum at the annual meeting of members. You already passed the option for electronic and mail-in ballots last year. This amendment will continue allowing your voice to be heard, regardless of your physical attendance at the meeting. We’ve learned many things through the pandemic and the ability to effectively and efficiently get things done is definitely one of them.

A “YES” vote on amendment one allows for your electronic or mail-in ballot to count towards quorum so your participation in important cooperative matters is considered just as vital as your meeting attendance.


Amendment 1:

Are you in favor of utilizing membership votes and removing the “in person” requirement for establishing quorum at the annual meeting of members by amending Article III Section 4 and Section 6 as follows?  YES or NO

Section 4. Quorum

Two percent (2%) of the first 2,000 members and one percent (1%) of the remaining members of the Cooperative present in person shall constitute a quorum for the transaction of business at annual meetings of the members. Members voting electronically or by mail-in ballot shall be counted for purposes of establishing a quorum at the annual meeting of members.  Special member meetings will require the same number of members present for quorum as for annual meetings, provided such members are present in person for the transaction of all business at such meetings. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

Section 6.  Order of Business

The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:

  1. Report on the number of members present in person in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting or the waiver thereof, and proof of the due publication or mailing thereof, or the wavier or waivers of notice of the meeting, as the case may be.
  3. Reading of unapproved Minutes of previous meetings of the members and the taking of necessary action thereon, or the wavier thereof.
  4. Presentation and consideration of reports of officers, directors, and committees.
  5. Election of directors
  6. Unfinished business
  7. New business

Amendment Two

In the second amendment, you’ll be asked if you are in favor of allowing the Cooperative the flexibility to hold virtual annual meetings at a date and time set by the Board with proper notice, and the ability to adjust the order of business for virtual meetings. An online meeting format requires different preparation and planning. It is also quite costly to host large events, when an online format proves to be more effective, especially in uncertain times,. Regardless of the set-up, this amendment allows us to share more information and gather your valued member input in a timely manner- all while cutting unnecessary costs. That savings is then passed on to you, our members, while still allowing you the convenience of participation how it best suites your lifestyle.

A “YES” vote will allow for the flexibility of virtual meetings with ample notice to the membership. It will also nurture an open format to promote continued transparency at a significant cost-savings.


Amendment 2:

Are you in favor of allowing the Cooperative the flexibility to hold virtual annual meetings at a date and time set by the Board with proper notice and adjusting the order of business for virtual meetings by approving amendments to Article III Sections 1, 3, and 6 as follows?  YES or NO

Section 1.  Annual Meeting.

The annual meeting of the members shall be held during the month of September of each year, beginning with the year 1981, at such place within a county served by the Cooperative, as selected by the Board of Directors and which shall be designated in the notice of the meeting, for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.  It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the annual meeting which may be held in person or virtually.  Failure to hold the annual meeting at the designated time shall not work as a forfeiture or dissolution of the Cooperative.

Section 3. Notice of Members Meetings

Written, printed, or electronic notices stating the place, day and hour of the meeting and, in case of a special meeting or  an  annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twenty-five days before the date of the meeting, either personally or by regular mail or by electronic mail with a member’s consent, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the Cooperative, with postage thereon prepaid. If electronically mailed, such notice shall be deemed delivered if sent to the member’s email address on file with the Cooperative. The failure of any member to receive notice of an annual meeting or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 6.  Order of Business.

The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:

  1. Report on the number of members present [in person] in order to determine the existence of a quorum.
  2. Confirmation of due publication of the prior year’s certified and attested annual meeting minutes and of the prior year’s Annual Meeting Reading of the notice of the meeting or the waiver thereof, and proof of the due publication or mailing thereof, or the wavier or waivers of notice of the meeting, as the case may be.
  3. Confirmation of proper mailing and publication of the notice of the meeting Reading of unapproved Minutes of previous meetings of the members and the taking of necessary action thereon, or the wavier thereof.
  4. Presentation and consideration of reports of officers, directors, and committees.
  5. Election of directors.
  6. Unfinished business.
  7. New business Member communications.

AMENDMENT THREE

The final amendment asks if you are in favor of clarifying Board of Director qualifications and elections. Last year, you voted to allow for more time to study up on potential candidates to make sure they were the best fit for the position. The third and final amendment enhances the qualifications for board candidates to exclude members who have been convicted of crimes of moral turpitude, and incumbent directors who have been censured by the governing board due to intentional policy violation.

This amendment also clarifies that potential candidates may not be employed by the Cooperative or a family member of an employee within the past five years. This is a common best practice across many industries. It promotes a fair and unbiased demeanor of potential board candidates to better represent the membership.

The final amendment also clarifies that regardless of the meeting format, election results will be delivered the day of annual meeting.

A “YES” vote on amendment three will better vet Board of Director candidates to make sure they are the best representation of the entire White River Valley Electric Cooperative membership.


Amendment 3:

Are you in favor of clarifying Board of Director qualifications and election by amending Article IV Sections 2 and 3 as follows? YES or NO

Section 2.  Qualifications.

No person shall be eligible to become or remain a director of the Cooperative who is a close relative of an incumbent director or of an employee of the Cooperative, or is not a member in good standing of the Cooperative and receiving service therefrom at their primary residential abode: PROVIDED, that the operating or chief executive of any member which is not a natural person, such as a corporation, church, etc., or their designee, shall notwithstanding that they do not receive service from the Cooperative at their primary residential abode, be eligible to become a director, from the Directorate District in which such member is located, if they or such designee (1) is in substantial permanent occupancy, direction or use of the premises served by the Cooperative, and (2) is a permanent and year-round resident within or in close proximity to an area served by the Cooperative; BUT PROVIDED FURTHER, that no more than one (1) such person may serve on the Board of Directors at the same time. No person shall be eligible to become or remain a director of, or to hold any other position of trust in, the Cooperative who does not have the capacity to enter legally binding contracts or 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 otherwise (a) has a criminal history involving a conviction of a felony or crime of moral turpitude (i.e., embezzlement, fraud, stealing, forgery, robbery, or similar crime of dishonesty or immorality), (b) has been employed by the Cooperative, or has been a close relative of an employee of the Cooperative, within the past five (5) years, or (c) has been formally censured by the Board of Directors of the Cooperative more than once in accord with the Cooperative’s policies governing board member duties and standards of conduct. Upon establishment of the fact that a nominee for director lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon the establishment of the fact that any person being considered for, or already holding, a directorship or other position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board of Directors to withhold such position from such person, or to cause him or her to be removed therefrom, as the case maybe. Nothing contained in this Section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, unless such action is taken with respect to a matter which is affected by the provisions of this Section and in which one or more of the directors have an interest adverse to that of the Cooperative.

Section 3. Election.

At each annual meeting of the members, Directors shall be elected by secret ballot, written or electronic, validly cast by members qualified and entitled to vote, and the announcement of certified election results shall be made at each annual meeting of members.by the members and, except as provided in the first provision of Section 2 of these Bylaws, from among those members who are natural persons: PROVIDED, that when the number of nominees does not exceed the number of directors to be elected from a particular Directorate District, and if there is no objection, secret written balloting may be dispensed within respect of that particular election and voting may be conducted in any other proper manner. Directors shall be elected by a plurality of the votes cast. Drawing by lot shall resolve, where necessary, any tie votes.

 


It’s important to remember that your “YES” vote on all three amendments will help to implement up-to-date practices that drive our Cooperative’s future and continue encouraging member participation. These amendments also help us to be more transparent and ensure Board of Director candidates are the most qualified for the position. All of these benefits increase the value of your White River Valley Electric membership!