Section 3.1 Number of Directors & General Powers
The business and affairs of the Cooperative shall be managed by a board of 5 directors which shall exercise all of the powers of the Cooperative excepting only such powers as are by law or by the articles of incorporation of the Cooperative, or by these bylaws conferred upon or reserved to the members.
Section 3.2 Director Districts
The territory served by the Cooperative shall be divided into 5 director districts. The districts and the numbers of directors who shall represent each district are described as follows:
| District | Territory | Number of Directors |
|---|---|---|
| 1 | Northeastern portion of Grayson County, including Denison, Bells, and Whitewright | 1 |
| 2 | Western portion of Grayson County, including Whitesboro, Gordonville, Howe, and the Big Arm of Lake Texoma | 1 |
| 3 | Central and Southwestern portion of Grayson County, including Sherman, Tioga, and Van Alstyne | 1 |
| 4 | Northwestern portion of Collin County including Celina, Weston, Anna, and Blue Ridge | 1 |
| 5 | Central and South portions of Collin County, including McKinney, Allen, Lucas, and Parker | 1 |
The board of directors may alter the boundaries of director districts from time to time. The Cooperative shall maintain and make available to members for their inspection a map more particularly describing the director districts.
Section 3.3 Term of Office
Directors shall be so nominated and elected that one director from or with respect to each of the directorate districts numbers 3 and 4 shall be elected for 3-year terms at an annual meeting; 1 director from or with respect to each of the director districts numbers 2 and 5 shall be elected for 3-year terms at the next succeeding annual member meeting; and 1 director from or with respect to directorate district number 1 shall be elected for 3-year terms at the next succeeding annual member meeting, and so forth. Upon their election, directors shall, subject to the provisions of these bylaws with respect to the removal of directors, serve until the annual meeting of the members of the year in which their terms expire and/or until their successors shall have been elected and shall have qualified.
If for any reason, an election of directors shall not be held at an annual meeting of the members duly fixed and called pursuant to these bylaws, such election may be held at an adjournment of this meeting of the members. Failure of an election for a given year shall allow the incumbents whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.
Notwithstanding any provision of these Bylaws to the contrary, if an annual meeting of the members is not held due to a Force Majeure Event as provided in Article II, Section 1 of these Bylaws, (i) the election of Directors can be postponed until as soon as reasonably practicable after removal of the cause, including postponement until the next annual meeting of the members or (ii) the election of Directors can be held without a meeting of the members, in which case voting shall be by mail ballot or electronically, or both, as determined by the Board in accordance with Article 2, Section 2.5.
Section 3.4 Qualifications
To become or remain a director, a person must meet the following qualifications:
- Be an individual member of the Cooperative for at least 12 months, maintaining a primary residence in the district the director represents, and purchasing electric energy from the Cooperative at that residence
- Not be employed by or have a material financial interest in a competing enterprise or business that sells electric energy or a supplier, contractor, consultant or any other entity with which the Cooperative does a substantial amount of business
- Not be employed by the Cooperative and not have been employed by the Cooperative for a period of 2 years before becoming a director
- Not have been convicted of any criminal offense involving dishonesty or breach of trust
- Not have a final judgment entered against the director in a civil action on the grounds of fraud, deceit or misrepresentation
- Not have a payment due the Cooperative that is more than 90 days delinquent
- Not be the incumbent of or candidate for an elective public office in connection with which a salary is paid, other than members of the School Board or County Commissioner’s Court
- When membership is held jointly by the husband and wife, either 1, but not both, may be elected a director; provided, however, that neither 1 shall be eligible to become or remain a director or hold a position in the Cooperative unless both shall meet the qualifications hereinbefore set forth
- Any person who serves as a director on or after March 1, 2012, other than a director whose service as director commenced prior to that date, shall complete a course of study and submit to the Cooperative a Credentialed Cooperative Director Certificate from the National Rural Electric Cooperative Association (“NRECA”) within 33 months of the date he or she commenced to serve as a director.
Nothing in this Section shall, or shall be construed to, affect the validity of any action taken at any meeting of the Board of Directors.
Section 3.5 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 nominating committee consisting of not less than 5 nor more than 11 members who shall be so elected so as to give equitable representation on the committee to the geographical areas served or to be served by the Cooperative. No officer or member of the Board of Directors shall be appointed a member of such committee. The committee shall nominate 1 or more (as the judgment of the committee may direct) members as nominees for directors for each director to be elected at the annual meeting, and after such selection or nomination, shall post a list of said nominees in the principal office of the Cooperative at least 30 days before the meeting of members at which directors are to be elected.
Any 15 or more members may nominate a qualified person to serve as director by written petition bearing their signatures delivered to the secretary not less than 25 days prior to the meeting of members at which directors are to be elected. The secretary shall post a copy of the petition at the same place where the committee nominations are posted, not less than 20 days prior to said meeting. The Secretary shall mail with the notice of the meeting, or separately, but at least 10 days prior to the meeting, a statement of the number of directors to be elected and showing all nominations made.
The members may, at any meeting of members at which a director or directors shall be removed, also nominate a successor or successors from the floor of the meeting. Notwithstanding anything in this section, failure to comply with any of the provisions of this section shall not affect the validity of any election of directors.
Section 3.6 Vacancies
Subject to the provisions of these bylaws with respect to the removal of directors, vacancies occurring in the board of directors shall be filled by a majority vote of the remaining directors and directors thus elected shall serve until the next annual meeting of the members and/or until their successors shall have been elected and shall have qualified.
Section 3.7 Compensation
Board members shall not receive any salary for their services as such except that Board members of the Cooperative may, by resolution, authorize the Cooperative to pay certain fringe benefits for Cooperative Board members, including, but not limited to, business travel insurance, 24-hour accident insurance premiums, medical insurance premiums, and other similar fringe benefits. In addition, Board members of the Cooperative may, by resolution, authorize a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, training programs, performing committee assignments and other similar efforts related to Cooperative business when such attendance is authorized by the Board. If so authorized, Board members also may be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or be granted a reasonable allowance by the Board in lieu of detailed accounting for some of these expenses. No Board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Board member receive compensation for serving the Cooperative, unless the payment and amount of such compensation shall be specifically authorized by a vote of the Board.
Section 3.8 Rules & Regulations
The board of directors shall have power to make and adopt such rules and regulations, not inconsistent with law, the articles of incorporation of the Cooperative or these bylaws, as it may deem advisable for the management, administration, and regulation of the business and affairs of the Cooperative.
Section 3.9 Accounting System & Reports
The board of directors shall cause to be established and maintained a complete accounting system which, among other things, subject to applicable laws and rules and regulations of any regulatory body, shall conform to such accounting systems as may from time to time be designated by the administrator of the Rural Electrification Administration of the United States of America. All accounts of the Cooperative shall be examined by a committee of the board of directors which shall render reports to the board of directors at least four times a year at regular meetings of the board of directors. The board of directors shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books, and financial condition of the Cooperative as of the end of such fiscal year. Such audit reports shall be submitted to the members at the following annual meeting.