Article III - Directors
Section 4. Nominations.
( a ) Any fifteen (15) or more members who reside in any one district may nominate an eligible member for a director position in that district. Such nomination shall be in writing and signed by said fifteen (15) members, or more, and delivered to the Secretary at least thirty (30) days before the members’ meeting.
( b ) No member may be elected to a director position unless nominated in the manner provided by this section. No write-in ballots shall be accepted.
( c ) The members may, at any meeting at which a director or directors shall be removed, as theretofore provided, elect a successor or successors thereto without compliance with the provisions herein with respect to nominations.
( d ) If a member is absent from any meeting, the member may vote by mail for the election of directors as provided in these Bylaws, or as may be permitted by law.
Failure to comply with any of the provisions of this section shall not affect in any manner whatsoever validity of any election of directors.
Section 2. Qualifications.
Persons eligible to become or remain a director of the Cooperative shall:
( a ) have been a member in good standing receiving electric service prior to being nominated for director;
( b ) have voting rights within the district from which the director is to be elected;
( c ) not be employed by, materially affiliated with, or have a material financial interest in, any individual or entity which either is:
directly or substantially competing with the Cooperative; orselling goods and services in substantial quantity to the Cooperative; orpossessing a substantial conflict of interest with the Cooperative;
( d ) for purposes of this section, the terms “material” or “substantially” shall be interpreted as constituting a minimum of 5% of a member’s total hours of employment, sales, or income on an annual basis;
( e ) not be an employee or not have been an employee of the Cooperative within the last three (3) years;
( f ) not be a close relative of an employee, or of a director, unless the close relative is a candidate for the director’s seat, whereas found in these Bylaws “close relative” means any individual who is, either by blood, law, or marriage, including half, step, foster, and adoptive relations, a spouse, child, grandchild, parent, grandparent, or sibling, or principally resides in the same residence;
( g ) be only one, and not more than one, member of a joint membership; provided, however, that none shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless all shall meet the qualifications herein set forth;
( h ) if a member of the Cooperative is not a natural person, family farm corporation, or an authorized farm corporation, the member may appoint or elect one duly authorized natural person to be eligible for election as a director to the Board of Directors;
( i ) never have been convicted of a felony; and
( j ) agree, upon election, to regularly attend all Board, regular and special members’ meetings.
In regard to the restrictive provisions of this section that are based upon close relative relationships, no incumbent director shall lose eligibility to remain a director or to be re-elected a director if, during a director’s incumbency, a director becomes a first kindred relative of another incumbent director or of a Cooperative employee because of a marriage or an adoption to which the director was not a party.