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- Directors shall be elected by ballot from the membership to serve for a period of 3 years or until their successors shall have been elected and qualified. Directors may be elected by plurality vote. The election of directors to fill expiring terms shall be held at each annual meeting of the members provided, however, that if the election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
The directors chosen to fill the 2 additional board positions created pursuant to Section 1 herein shall serve until the next annual meeting of the members or until their successors shall have been elected and qualified.
- No member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who
- Is in any way employed by or financially interested in a business enterprise which is competing with the Cooperative, and/or a business selling electric energy, or who has a continuing conflict of interest with the Cooperative enterprise. Where an occasional or transitory potential conflict arises, the board member should announce the conflict and not vote on the matter involved. The provisions of Oregon Revised Statutes 244.020(5) (1987) concerning a 'potential conflict of interest' shall be used as a guide for determining board member conflicts; or
- Holds elective public office, in connection with which a salary or compensation in excess of $100 per annum is paid.
- Has been employed by the Cooperative on a full-time basis within the previous 5 years.
- Directors shall be members in good standing of the Cooperative and bona fide residents in the District assigned to their director position. If such a person is a designated representative of a member which is other than a natural person, then that person must be an owner or principle officer in the entity or be a full-time employee who is otherwise a member of the Cooperative.
- Upon the establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Directors to remove such director from office.
- Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.
