Code of Regulations - Proposed Changes 2019
The NWEC Code of Regulations is an important document. It contains the rules for running the business of your cooperative. It is reviewed annually by your Board of Trustees to ensure that the contents are still relevant and it is still serving the members as it should. If the board feels any changes need to be made, the changes are presented to the membership to be voted on at the next annual meeting.
This year, six different changes are being proposed and will require a separate vote. You will have the opportunity to vote for or against these changes at the Annual Meeting on April 27 at Edon Northwest School.
*Highlights of Proposed Changes:
- The biggest issue being addressed is term limits for trustees. Currently, board members are limited to five, 3-year terms (15 years). This change will remove term limits so experienced trustees can continue to serve if nobody runs against them or if the membership continues to vote for them.
- NWEC is one of very few cooperatives to have term limits. Only 5 of the 24 cooperatives in Ohio have term limits, which is one of the reasons why our board is recommending the limits be removed from our Code of Regulations.
- Changes are being made to save members time and printing costs at the Annual Meeting.
- Tie votes for trustees will be settled by a coin toss, rather than continuing printing additional ballots.
- Candidates wishing to run for the board will need to complete the petition process prior to the Annual Meeting.
- In uncontested races where no petitions are received, this will eliminate the unnecessary voting process.
- Voting will be more fair to all members, allowing for the possibility of electronic and/or mail voting in the future so members who can't attend the Annual Meeting can still vote in their co-op election.
- Greater flexibility will be allowed for scheduling the Annual Meeting in either March or April.
- The co-op will use an additional way of notifying members of the Annual Meeting: electronically via email, in addition to mail.
Term Limit Q&A:
Why ask the members to change term limits?
Very few co-ops in Ohio (or nationally) have term limits. Currently, NWEC trustees are limited to five, 3-year term limits (15 years total). The NWEC Board of Trustees is made of members just like you who have volunteered to lead the cooperative into the future. It takes our trustees a large amount of time to learn about consumer preferences, changing technologies, government regulations and the financial responsibilities of a cooperative business model. The first six years of their tenure is spent acquiring the training needed to effectively govern the cooperative. The board will soon be turning over in a short span of time, which means the co-op will lose a lot of hard-earned experience.
How does it help our co-op? What's the benefit?
Our board considered extending the term limits, but because NWEC is one of the few co-ops with term limits, it was felt that no limits is what is best for the co-op. NWEC trustees are often left out of statewide or even national positions because our term limits do not allow someone to fill those spots. By eliminating term limits, our trustees would be eligible to serve on those positions, allowing them to bring your local voice to these organizations.
The electric utility business is different from many business models because it focuses on a long-term strategy. Utility poles, lines, substations and generation plants are built to last decades. With turnover on the board, you lose that long-term perspective. There is significant training and learning that comes in your early years on the board; term limits do not allow NWEC to get full use of our trained and skilled board members.
How the Code of Regulations verbiage will be revised if these changes pass
Added changes are in bold print. Deleted changes are in
PROPOSED CHANGE #1 – Adding the option of the month of March
ARTICLE III, SECTION 1. Annual Meeting.
The annual meeting of the members shall be held during the months of March or April, with preference given to the month of April, in each year at such place within the service area of the Cooperative as selected by the Board and which shall be designated in the notice of the meeting for the purpose of electing Board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. In the event that such annual meeting is not held, for any reason, a special meeting in lieu thereof shall be called and held as soon thereafter as convenient, and any business transactions or elections held at such meeting shall be as valid as if transacted or held at the annual meeting.
PROPOSED CHANGE #2 – Adding the option of electronic notification and removing the personal notification option
ARTICLE III, SECTION 3. Notice of Members’ Meetings.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting,
either personally or by mail (including publication within a magazine mailed to the members) or by electronic means, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the Chairman or Vice Chairman of the Cooperative, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member’s address as it appears on the records of the Cooperative, with postage prepaid. If provided by electronic means, it shall be sent to the address provided to the Cooperative by the member for receipt of electronic transmission. If personally delivered, the notice shall be hand delivered to the member. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting. Notice of adjournment of a members’ meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
PROPOSED CHANGE #3 – Adding the options of electronic and by mail voting
ARTICLE III, SECTION 4. Quorum.
The members entitled to vote present in person at any meeting of the members, voting by mail, electronic means, including internet voting or any combination thereof shall constitute a quorum.
PROPOSED CHANGE #4 – Adding the options of electronic and by mail voting
ARTICLE III, SECTION 5. Voting.
Each member shall be entitled to one vote and no more upon each matter submitted to a vote
at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, by mail or by electronic means, including internet voting, except as otherwise provided by law, the Articles of Incorporation or this Code of Regulations.
PROPOSED CHANGE #5a – Removing tie-breaker ballot
PROPOSED CHANGE #5b – Removing term limits for trustees
ARTICLE IV, SECTION 2. Election and Tenure of Office.
The Board shall divide the service area of the Cooperative into seven districts so that equitable representation may be given to the geographic areas served by the Cooperative. The Board shall have the power to change the boundaries of such districts whenever in their opinion the purpose of this Section requires such a change. Each district shall be represented by one Board member. Not less than two Board members shall be elected each year by secret ballot at the annual meeting of the members, or at any meeting held in lieu thereof as hereinbefore provided, by and from the members to serve for a term of three years or until their successors have been elected and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of Board members. Board members may be elected by a plurality vote of the members. In case of a tie vote
, there shall be a second secret ballot for the office and if the tie is not broken thereby, the election to such office shall be decided by a flip of a coin. No person shall hold the office of Board member for more than five consecutive three- year terms. A break in tenure of one year or more shall qualify the person for re-election to the Board.
PROPOSED CHANGE #6 – Removing the nominations from the floor
ARTICLE IV, SECTION 4. Nominations.
Trustees shall be nominated by a procedure commencing with the mailing of a letter by the Secretary or a designee to each member residing within the district or being eligible to vote within the district for which a trustee is to be elected not less than one hundred twenty (120) days prior to the annual meeting. Each letter shall contain all necessary instructions for obtaining and completing a Nominating Petition and the name of the trustee whose term is expiring. Any member residing within the district for which a trustee is elected and who is qualified shall be eligible to complete the Nominating Petition. If an incumbent chooses to remain a candidate and is still eligible then he or she will automatically be placed on the ballot and will not need to submit a Nominating Petition.
A Nominating Petition shall include all of the following to be considered complete:
- Name, address and account number of eligible qualified member who consents to be nominated.
- District for which the trustee is to be elected.
- Signature, name and address of no fewer than twenty (20) members residing in the district from which the trustee is to be elected.
- Signature of member consenting to and submitting the Nominating Petition.
- Copy of the Code of Regulations sections on the qualifications and election process for trustees.
- Date of the annual meeting at which the election results will be announced.
All Nominating Petitions must be delivered to the principal office of the Cooperative in Bryan, Ohio no later than ninety (90) days prior to the annual meeting of the members. The election committee (with assistance from Cooperative personnel), which consists of the Secretary and two (2) other members of the board named by the board, shall meet to review and verify all Nominating Petitions and all member signatures. If necessary, the Cooperative attorney may be called upon for legal advice regarding a Nominating Petition qualification(s). The Secretary or designee shall prepare and post at the principal office of the Cooperative at least 75 days prior to the annual meeting a list of eligible candidates and their addresses, which shall be placed on the ballot to be voted on at the next annual meeting of the members.
Should there be (a) no incumbent eligible and only one Nominating Petition submitted or (b) only the eligible incumbent and no Nominating Petition submitted then that member shall be considered elected by affirmation and no election shall be deemed necessary for that particular district. Should there be no incumbent and no Nominating Petition submitted for a district, then this shall be considered a vacancy and will be treated as such.
At the meeting at which Board Members are to be elected, the Chairman or his or her designee shall call for additional nominations from the floor. No person shall be voted upon for membership on the Board who has not signified a willingness to serve if elected. Nothing contained in this Section shall affect in any manner whatsoever any action taken by the Board.