A board of directors is the representative body of the members of the cooperative. It represents the legitimate cooperative owners and acts on their behalf. The owners elect the board and place in its hands the administration of the assets and responsibilities of the cooperative. The board of directors has five principal functions:
1. Legal: Ensure the legal right of the cooperative to exist.
2. Trusteeship: Act in the best interest of the members.
3. Planning: Develop programs and carry out plans based on ideals that reflect the thinking of its members with realistic goals adjusted to the purposes of the cooperative.
4. Resources: Assure the availability of basic resources, including personnel, loan funds, wholesale power and revenue, according to the cooperative's size and needs.
5. Control: Monitor operations to assure compliance with board policy, budgets, member relations, loan covenants, contractual compliance and long-range planning.
In addition to the above responsibilities, directors also have certain duties and rights. director duties include loyalty, obedience and due care. Loyalty requires a director to be loyal first to the cooperative entity. Obedience requires a director to perform his or her duties in accordance with applicable laws, bylaws, contracts and policies. Due care requires a director to perform his or her duties as a member of the board, or any committee of the board upon which he or she serves, in good faith, in a manner he or she reasonably believes to be in the best interests of the cooperative, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.
Qualifications, Nominations and Election Process of Directors:
Directors will be elected for three (3) year terms with no more than four directors elected in any one year except when filling vacancies due to death or resignation of a current director.
No Member shall be eligible to become or remain a Director in the Cooperative who is not a living person, a resident in the area served by the Cooperative, in good standing, and personally receiving electrical energy or electrical service from the Cooperative, or who is 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, or an employee of the Cooperative, or a former employee who has not been employed by the Cooperative for less than three years, or have a close relative that is an employee of the Cooperative, or any other related business that could cause a conflict of interest as determined by the Board, and no person shall take or hold office as a Director who has been convicted of a felony or plead guilty to a felony, or who does not have the capacity to enter into legally binding contracts.
Nominations for candidates for election to the Board of Directors shall be made only by petition. A Member, being a living person, in good standing, and receiving electrical energy or electrical service may indicate his or her candidacy by obtaining a petition from the Cooperative Headquarters and then submitting it to the Cooperative with no less than twenty-five (25) signatures of other Cooperative Members in good standing. A Member only has one vote, so the signature can only include the Member listed on the billing account. The petition must be delivered to the Cooperative Headquarters sixty (60) days prior to the annual meeting. Candidates that submit the required petition shall be placed on the ballot. Ballots shall be mailed to all Members in good standing no earlier than forty-five (45) days prior or no later than thirty (30) days prior to the annual meeting of Members. Ballots will be required to be returned within fifteen (15) days prior to the annual meeting for tallying. The winners of the election shall be announced at the annual meeting of Members. In the event there are no ballots or no acceptable ballots for any or all of the vacant director positions, the vacant director positions will be filled as provided in Section 4.05. For more detailed information, please email Norris Electric for a copy of the Norris Electric By-Laws by completing the following form www.norriselectric.com/laws
The board of directors meets every 3rd Wednesday of the month at the Norris Electric Cooperative Headquarters.
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