Proposed Bylaw Amendments

VOTE YES ON 2023 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 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, members will cast their ballots for two bylaw amendments, in addition to three board seats. Please consider the following information before casting your ballots. See the proposed verbiage additions of the bylaws below in red.

In the first amendment, we are asking for the flexibility to hold our annual meeting during the months of July, August, or September. Currently, our bylaws state that the meeting is held in September. Traditionally, September is a busy month for our members and the Cooperative. The month holds Labor Day weekend, the start of the school year, and many meetings for the White River team. If changed, we’ll continue to follow our bylaws and give members plenty of advance notice to put WRVEC’s annual meeting on your calendar.

A “YES” vote will allow us the ability to host Annual Meeting any time during that three-month window. It will make participation convenient and gives us flexibility to ensure we deliver timely information so Annual Meeting is the best it can be!

Amendment One:

Presently, the Cooperative’s bylaws require our member annual meeting to be held during the month of September of each year. To improve scheduling flexibility, the Board of Directors would like to be able to call this meeting in July, August, or September. Accordingly, are you in favor of amending Article III, Section 1 of our bylaws as follows?

 Section 1. Annual Meeting

The annual meeting of the members shall be held during the month of  July, August or 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.

The second bylaw amendment deals with board of director financing and payment for serving on the board. While your Cooperative is fortunate NOT to have had problems with campaign contributions in the past, we want to be proactive and address this for the future.

As you may have noticed in recent years, board candidate campaigning has increased. From t-shirts to newspaper ads, we think it’s great that candidates are working to earn your attention and vote. We also know campaigning costs money. For transparent elections, we think you deserve to know if they are getting outside money. Candidates do self-funded campaigns, but they are allowed to accept monetary contributions for that campaign as well.

To protect local control of the Cooperative, we’re asking you to require that candidates disclose all sources of funds, financial benefits, and contributions that they receive for their campaigns from third-party sources and outside special interest groups.

A “YES” vote will require candidates to report funding to the nominating committee during the election process. If a candidate does take contributions, their only pathway to get on the ballot will be through the nominating committee process. They cannot become a candidate by member-petition because they wouldn’t be held to the same standards of disclosure. After all, our goal is to make running for the board fair for all candidates. We also want transparency for you, the voters!

Furthermore, we want to make sure our Board of Directors are only representing the voice of our members once elected. We believe it is important to add that our bylaws prohibit board members from receiving money, financial benefits, and contributions from any outside source for their service on the board. If a board member does accept funds other than those directly paid by the Cooperative for their service, they would be disqualified from holding a board position.
It’s important to remember that your “YES” vote on both amendments will provide flexibility for the date of our annual meeting and implement transparent election practices that protect the interests of you, the members, and the Cooperative.

Amendment Two:

With the goal of protecting our member’s local control, would you be in favor of a bylaw amendment requiring board of director candidates to disclose all sources of funds, financial benefits, and campaign contributions of any kind that they receive from third-parties for their campaigns and to prohibit such contributions by third-parties for board service by amending Article IV, Section 6 and adding a new Section 16 as follows?

 Section 6. Nominations

…Fifteen (15) members of the Cooperative in any district, acting together may make other nominations from their district by petition filed in the principal office of the Cooperative not less than sixty (60) days prior to the meeting of members of the Cooperative and the Secretary shall be responsible for the posting of such nominations at the same place where the list of nominations made by the committee are posted; however, director candidates who receive money, financial benefits, or campaign contributions of any kind from third-parties or outside sources must be nominated as a Board of Director candidate by the Nominating Committee and cannot be nominated as a candidate by petition. …

Section 16. Reporting Campaign Contributions.
All candidates who receive money, financial benefits, or campaign contributions of any kind from third-parties or outside sources for their campaign must disclose to the Nominating Committee the identities of all such sources, amounts received from each, and dates such contributions were made at least ninety (90) days prior to the commencement of elections, at the time the candidate meets with the Nominating Committee, five (5) days before elections begin, and five (5) days after the election should such candidate be elected by the members to serve on the Board. No Board member shall receive any money, financial benefits, or contributions of any kind from any third-party or outside source related to their service on the Board once elected. Violation of the provisions of this section will result in disqualification from Board service whether learned before or after the election, and the vacancy created by such disqualification shall be filled by the Board pursuant to Section 9 of this Article IV.