watch to learn about each amendment
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 2020 Annual Meeting. Voting is your right and responsibility as a member, and participation is key to our success.
Since the last annual meeting, we formed the Bylaws, Governance, and Engagement Committee to help evaluate what we do at the cooperative in order to provide best-in-class service for our members.
After closely reviewing our bylaws, there are three amendments that will be presented to the membership for a vote. These amendments are part of an effort to improve our governance practices and better represent the entire membership.
You will see the proposed verbiage additions of the bylaws in blue. Deletions are crossed out in red.
The first bylaw amendment will ask if you are in favor of adding secure, electronic voting and mail-in ballots to cast your vote. Currently, a nine-seat board of directors represents your voice as a member. Members must attend the Annual Meeting, in-person, to vote for those directors. We always encourage attendance, but we understand sometimes life gets in the way. As it stands now, those in-person votes represent less than five percent of the total membership and we want everyone to have an opportunity to be heard.
Your “yes” vote on amendment one will improve member participation and make the voting process more convenient.
Are you in favor of utilizing secure electronic voting and mail-in ballots to improve member participation in the voting process by amending Article III Section 4 (Quorum) and Section 5 (Voting) and Article IV Section 7 (Voting for Directors; Validity of Board Action) as follows? YES or NO
Section 5. Voting
Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the Articles of Incorporation or these bylaws.
Section 7. Voting for Directors; Validity of Board Action
Voting by electronic means and mail in ballot shall be permitted in accord with the rules and regulations adopted by the Board of Directors of the Cooperative. Announcement of voting results shall be made during the business portion of the annual meeting of members. Proxy voting shall be prohibited; however, designated persons may vote on behalf of a firm, association, corporation, company, body politic or subdivision thereof.
In the second amendment, you’ll be asked if you are in favor of making director nominations more open and easier to secure in advance of annual meeting. All candidates, whether they go through the nominating committee or run by petition, will file 60 days prior to annual meeting and nominations would not be accepted from the floor. This will ensure late entry candidates don’t miss out on potential votes for those who may have voted prior to the meeting.
Candidates choosing to run by petition, instead of the going through the nominating committee, will only have to obtain 15 signatures versus the previous five percent of the district. In some areas, that five percent accounts for over 2,000 signatures. In addition, the final list of candidates will be sent out to the membership earlier. This will allow more time to study up on potential directors before the vote.
Voting “yes” on this amendment will make it easier to run for the board and gives you an opportunity to learn about all potential candidates before the meeting.
Are you in favor of making director nominations more open and easier to secure in advance of our annual meeting for those interested in serving as potential board of director members by amending Article IV Section 6 (Nominations) as follows? YES or NO
Section 6. Nominations
It shall be the duty of the Board of Directors to appoint, not less than thirty (30) nor more than one hundred twenty days (120) prior to the date of a meeting of the members at which directors are to be elected a Committee on Nominations, consisting of nine (9) members of the Cooperative who are not existing Cooperative employees, agents, officers, directors or known candidates for director, who are not close relatives or members of the same household thereof, and who are so selected that each of the Cooperative‘s Directorate Districts shall have representation thereon in proportion to the number of authorized directors from or with respect to such District. The Committee or its designee shall prepare and post at the principal office of the cooperative at least sixty (60) twenty-five (25) days prior to the meeting a list of nominations for directors to be elected, listing separately the nominee(s) for each Directorate District from or with respect to which a director must, pursuant to this Article, be elected at the meeting. The Committee may include as many nominees for any director to be elected from or with respect to any Directorate District, as it deems desirable. Fifteen Five Percent (5%) of the active 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) twenty-five (25) 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. The Secretary shall be responsible for the mailing with the notice of the meeting, or separately, but at least twenty-five (25) ten (10) days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by petition, if any. This mailing shall confirm the list of nominated, eligible, director candidates for member vote. The chairperson at such meeting, after all nominations so made have been duly announced, shall call for additional nominations from the floor and shall ascertain and announce, after any nominations made from the floor, the particular Directorate District from or with respect to which any additional candidates have been nominated. No member may nominate more than one candidate. Notwithstanding the provisions contained in this Section, failure to comply with any of such provisions shall not affect in any manner whatsoever the validity of any action taken by the Board of Directors after the election of directors.
The final amendment will ask if you are in favor of clarifying membership as the member’s signed and accepted membership application, established account, and subsequent purchase of electricity.
Unlike elections for public officials, cooperative voting is not tied to each person—it is tied to a membership account. One membership account equals one vote. Memberships can be more than a residential home. They are also businesses, churches, neighborhood associations, even volunteer fi re departments. A principal must represent each of those memberships to vote.
A “yes” on amendment three will clarify what constitutes a membership and who can vote in cooperative elections.
Are you in favor of clarifying membership in the Cooperative by amending Article I Section 1 (Requirements for Membership) and Section 4 (Membership and Deposit Fees) as follows? YES or NO
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:
- Made a written application for membership therein;
- Agreed to purchase from the Cooperative electric energy as hereinafter specified;
- Agreed to comply with and be bound by the articles of incorporation and bylaws of the Cooperative and any rules and regulations adopted by the Board of Directors; and
Paid the membership fee hereinafter specified.
No member may hold more than one membership in the Cooperative, and no membership in the Cooperative shall be transferable, except as provided in these bylaws.
Section 4. Membership and Deposit Fees
Proof of membership shall be the member’s signed and accepted signature affixed to the membership application, the member’s account of record established with the Cooperative and subsequent purchase of electricity. No membership in the Cooperative shall be transferrable, except as provided in these bylaws. Deposits may be established as shall from time to time be determined by resolution of the Board of Directors.
It’s important to remember that your “YES” vote on all three amendments will prepare our co-op for the future and help us to be more transparent and inclusive to all members.