Code of Regulations - Proposed Changes 2019

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. Each numbered proposed change listed below 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.

A complete copy of the current Code of Regulations is available by clicking here.

A brief explanation of the proposed changes can be found beginning on page 19 in the March issue of Ohio Cooperative Living.


Added changes are in bold print. Deleted changes are in strikethrough print.


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


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


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 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:

  1. Name, address and account number of eligible qualified member who consents to be nominated.
  2. District for which the trustee is to be elected.
  3. Signature, name and address of no fewer than twenty (20) members residing in the district from which the trustee is to be elected.
  4. Signature of member consenting to and submitting the Nominating Petition.
  5. Copy of the Code of Regulations sections on the qualifications and election process for trustees.
  6. 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.