Electric Co-op Today

A flood of handwritten questions prompted panelists to scrap their prepared remarks at the first of two sessions of the forum on “Under Scrutiny: Does Your Cooperative Pass the Democracy Test?”

Inquiries included: What process is more democratic, director nomination by petition or by committee? Is the co-op required to give all candidates a membership list? Can a director qualifications bylaw address the situation where a director becomes incapacitated, or moves to another district of the co-op mid-term?

In response, the speakers agreed that directors should review current bylaws against today’s expectations for an open, transparent process. In addition, bylaws should offer consistent and reasonable treatment to all candidates for the board of directors. Finally, bylaws should not make the nomination and voting process difficult for consumer-members.

Panelists Monica Schmidt, NRECA vice president, National Consulting Group, and Tracey Steiner, NRECA senior corporate counsel, energy policy, suggested four areas that co-op leaders need to address to ensure that their boards will have consistent, competent and representative directors.

These included identifying and cultivating future members; conducting both an inclusive nominating process and fair elections; and ensuring that consumer-members have the opportunity to exercise their right to vote.

Schmidt said if boards focus on these four elements, they will help their co-ops “manage transition” by encouraging high-quality board candidates through unexpected vacancies, as well as the regular elections in the coming years.

Steiner noted that policies and bylaws on conflict of interest; board member meeting attendance and training requirements; district boundaries; voting processes; candidate nominating procedures; and director campaigning activities should be reviewed periodically.

Tags: Annual Meeting, Governance