Article IV: Directors

Section 1. General Powers

The business and affairs of the Cooperative shall be managed by a board of 12 directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.

Section 2. Election & Tenure of Office

The persons named as directors in the articles of conversion shall serve until their successors shall have been elected and shall have qualified. At the 1st annual meeting of the members following the conversion, the directors of the Cooperative shall be divided into three classes each of which shall consist of four directors. The terms of office of the directors of the 1st class elected at the 1st annual meeting following the conversion shall expire at the next succeeding annual meeting; the terms of office of the directors of the 2nd class elected at such annual meeting shall expire at the 2nd succeeding annual meeting following the conversion; the terms of office of the directors of the 3rd class elected at such annual meeting shall expire at the 3rd succeeding annual meeting following the conversion. At each annual meeting after the first annual meeting following the conversion four directors shall be elected by ballot by and from the members to serve until the 3rd succeeding annual meeting of the members or until their successors shall have been elected and shall have qualified. At each Annual Meeting held after the Annual Meeting in 1983 there shall not be more than 3 directors serving at any time from District No. 1, District No. 2 or District No. 3 or more than 2 directors from District No. 4 or more than one director from District No. 5. Said geographic districts shall be designated as follows: No. 1, New Madrid County, Missouri; No. 2, Mississippi County, Missouri; No. 3, Bollinger and Stoddard Counties, Missouri; No. 4, Scott County, Missouri; and No. 5, Cape Girardeau County, Missouri. If an election shall not be held on the day designated herein for the Annual Meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. Directors may be elected by a plurality vote of the members present and voting.

Section 3. Qualifications

To become and remain a director or to hold any position of trust in the Cooperative, an individual must comply with the following membership qualifications:

  1. Is a member permanently occupying and continuously and materially using the Cooperative’s service at his or her principal place of abode at a location within the director district from which the director is elected or appointed;
  2. Is not in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative;
  3. Is not a current or former employee at the Cooperative;
  4. while a director and during the five (5) years immediately prior to becoming a director, has not been convicted of any felony or has not pled guilty to a felony;
  5. has been a member of the Cooperative for the twelve (12) consecutive months preceding election; and
  6. has been a member of the director district from which the director is elected or appointed for the twelve (12) consecutive months preceding election.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.

Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 4. Nominations

It shall be the duty of the Board of Directors to appoint, not less than 30 days nor more than 90 days before the date of a meeting of the members at which directors are to be elected a committee on nominations consisting of not less than 5 nor more than 11 members who shall be selected from different districts so as to assure equitable representation. No member of the Board of Directors nor candidate for the Board of Directors may serve on such committee. The committee, keeping in mind the principal of district representation, shall prepare and post at the principal office of the Cooperative at least 30 days before the meeting a list of nominations for directors which may include a greater number of candidates that are to be elected. Any 50 or more members acting together may make other nominations by petition not less than 30 days prior to the meeting and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. A member can sign only 1 petition for any candidate. The secretary shall mail with the notice of the meeting or separately, but at least 7 days before the date of the meeting, a statement of the number of directors to be elected and names and addresses of the candidates, specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any.

Section 5. Removal of Directors by Members

Any member may bring charges against a director and, by filing with the Secretary such charges in writing together with a petition signed by at least 10% of the members, may request the removal of such director by reason thereof. Such director shall be informed in writing of the charges at 10 ten days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; 8 and the person or persons bringing the charges against him shall have the same opportunity. The question of the removal of such director shall be considered and voted upon at the meeting of the members and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

Section 6. Vacancies

Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term.

Section 7. Compensation

Directors shall not receive any salary for their services as directors, except that by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for the attendance at each meeting of the Board of Directors and attendance at other meetings and events related to the objectives and purposes of rural electric cooperatives when authorized by the Board of Directors. No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by such director or close relative shall have been certified by the Board of Directors as an emergency measure.