Board Elections and Nominations

Elections and Nominations for Elections

The Board shall consist of nine directors, seven of which shall be elected from among the members of the Cooperative, and two of which shall be appointed as outside directors. One director shall be elected from Dixie District #1 two directors shall be elected from Dixie District #2 with one nominated from area A, and one from area B. Two directors shall be elected from District #3 Escalante Valley one director shall be elected from District #4 Pine Valley. One director shall be elected from District #5 Arizona. Two directors shall be appointed by the majority vote of the seven elected directors.

Board members shall be elected and/or appointed for a three year term to fill vacancies caused by expiration of the incumbents’ terms of office.

Nominations for Elected Directors

It shall be the duty of the Board to appoint, not less than thirty days nor more than ninety days before the date of a meeting of members at which directors are to be elected, Committees on Nominations consisting of not less than three nor more than six members who shall be selected from each district so as to insure equitable representation. No member of the Board may serve on such Committees. The Committee, keeping in mind the principle of district representation, shall prepare and post at the principal offices of the Cooperative at least twenty-five days before the meeting a list of nominations for directors which may include a greater number of candidates than are to be elected. The Committee shall give serious consideration to all members in the district who express a willingness to stand for election. The Committee shall be primarily concerned with insuring that nominees are eligible to serve as directors and are not disqualified from serving by a conflict of interest. Unless a member desiring to stand for election is ruled ineligible, the Committee shall nominate the member desiring to stand; provided, however, that if the number of members desiring to stand for election exceeds four, the Committee shall have the discretion to limit the number of nominees to four by choosing four nominees from among those members desiring to stand for election.

Beyond the nominees set forth in the previous paragraph, any fifteen or more members acting together may make other nominations by petition not less than twenty 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 unless the Secretary determines that the petition candidates are not eligible on the provisions above or that the petition signatures are not valid.

The Secretary shall mail with the notice of the meeting, or separately but at least ten days before the date of the meeting, a statement of the number of directors to be elected, the particular districts involved, and the names and addresses of the candidates, specifying separately the nominations made by the Committee on Nominations and also the nominations made by petition by fifteen or more members shall be placed on the ballot. Any other nominee must be written in by the voting members. No member may nominate more than one candidate.

Qualifications

No person shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who:

1. Is not a member and consumer of the Cooperative.

2. Is 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. For purposes hereof, a “competing enterprise” shall not include a utility primarily engaged in providing retail electric service to consumers within the Contract Service District, and such a utility shall in all events be deemed not to sell electric energy or supplies, appliances, fixtures, or supplies to the Cooperative or to members of the Cooperative.

3. Has been discharged from employment with the Cooperative within the last three years.

4. Members of the Cooperative’s Directors’ immediate family, hereafter referred to as “close relative.” Shall not be employed by the Cooperative. The term “close relative” means spouse, parent, child, grandparent, grandchild, brother, sister, step-parent, step-child, step-brother, step-sister, in-laws, legal guardian or cohabitant, where cohabitant is persons living together, as if married, without legal status.

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