The business and affairs of the Cooperative shall be managed by a board of 7 directors, which shall exercise all the powers of the Cooperative except those reserved by law, the articles of incorporation, or these bylaws. If, in any 1 year, the Cooperative shall acquire new service area or areas which, in any 1-year result in Cooperative membership increasing by more than 50% then, in that event, the number of directors shall be increased to nine.
The effective date, for these purposes, of the increase shall be determined by a resolution of the Board of Directors to become effective not later than 120 days after the requisite 50% membership increase. The Board of Directors shall, by affirmative vote of the then current directors, fill the new director positions as provided in Article IV, Section 6 herein.
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.
It shall be the duty of the Board of Directors to direct the manager, not less than 30 days nor more than 60 days prior to the date of the annual meeting of members, to call, with the assistance of the district's current director, an open forum nominating meeting in those directorship districts which require director election.
The director and manager shall select a place for said meeting and arrange for publicity throughout the district. And it shall be the further duty of the director to cause to be given at least 15 days written notice in the directorship district of the time and the place for said nominating meeting. But the current director shall be forbidden to take any active part whatsoever throughout the meeting for the selection of nominees for the directorship.
The manager is further directed to call this nominating meeting to order and conduct the meeting as chairman, calling for nominations from the floor for a period of 30 minutes. Only members may make nominations. Regardless of whether or not any nominations have been made, the meeting shall be adjourned at the end of 30 minutes.
Following the meeting, held in said district, the manager shall notify the Secretary of the nominees selected, and the Secretary shall, in turn, cause to be posted such nominations at the principal office of the Cooperative 20 days prior to the date of the annual meeting at which the director shall be chosen. The Secretary shall mail or cause to be mailed with the notice of the meeting, or separately, at least 7 days prior to the annual meeting, a statement of the number of directors to be elected and the names of all who have been nominated at the district nominating meetings. Nothing contained herein shall, however, prevent additional nominations from the floor at the meeting of the members.
Notwithstanding anything contained in this section, failure to comply with any of the provisions of this section shall not affect in any manner whatsoever the validity of any election of directors.
The Board of Directors is hereby directed and authorized to establish geographical districts to ensure that the membership shall have equitable representation throughout the Cooperative.
The Board of Directors shall alter or change the district boundaries wherever any district's aggregate membership is 20% more than or 20% less than 1/7 of the membership of the entire Cooperative. It shall be the duty of the Secretary 60 days prior to the annual meeting, to cause the membership to be notified of new changes in the boundaries of their respective districts. No change in the boundaries of any district or districts can be made without the unanimous vote of the Board of Directors.
It shall be the responsibility of the Board of Directors, from time to time, to determine whether the districts as then defined offer equitable representation on the Board of Directors. Should the Board of Directors fail in maintaining equitable representation throughout the Cooperative, or should 1 district or districts feel that equitable representation on the Board of Directors is not effective, then any member may present by petition, said petition carrying the signatures of 15 or more members, a request directed both to the President and the Secretary demanding that a study of the boundaries of all the districts of the project be made and that this study be presented to the members at the annual meeting for action by the membership.
Should the Cooperative have more than 7 directors, as provided in these bylaws, then the Cooperative shall also have the same number of director districts as it has directors. The new districts shall be established so as to ensure equitable representation throughout the Cooperative and shall be subject to alterations or change as provided herein and on the same applicable 20% aggregate membership deviation.
This petition shall be forwarded to the President and Secretary 90 days prior to the annual meeting, thus permitting ample time for a study of the boundaries of the district of the Cooperative to be made and published 7 days prior to the annual meeting by or at the direction of the Secretary.
Any member may bring for cause charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least 10% of the members, and request the removal of such director by reason thereof. The top portion of each petition signature page shall identify the director whose recall is sought and explain the basis for requesting the director’s removal.
For each signatory, the petition shall contain the member’s printed name, printed address, and original signature. The threshold signature level must be obtained within 60 days of presentation of the initial recall petition to the Cooperative’s Secretary, c/o the Cooperative headquarters.
The director against whom such charges have been brought shall be informed in writing of the charges at least 5 days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity.
The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members, and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.
The vote on removal and filling a vacancy shall be by those present, but no vote on the questions of removal shall be taken unless 10% of the members are present in person.
Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of directors by the members a vacancy occurs in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term of the director in respect of whom the vacancy occurs.
Notwithstanding the foregoing, should a vacancy occur in the Board of Directors when the number of directors is more than 7, that board position shall not be filled and the position shall be abolished. In the case of multiple vacancies occurring at the same time, the position assigned to a less senior (in years of service) director shall be deemed to have been vacated prior to the position occupied by the more senior director.
Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for each day or portion thereof spent on Cooperative business, including attendance at meetings, conferences, and training programs, or performing committee assignments when authorized by the board.
No director shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a director receive compensation for serving the Cooperative, unless the payment of compensation shall be specifically authorized by a vote of the members or the service of such director or close relative shall have been certified by the Board of Directors as an emergency measure.
As used in these bylaws, "close relative" means a person who is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece, by blood or in law, to the principal.
The Board of Directors may initiate proposals to alter, amend, or repeal these bylaws. Such amendment proposals must be published with the members' meeting notice. Such proposals will be voted upon by the membership at any regular or special meeting of the members.
