Bylaw requirements listed for nominations of directors

The following is an excerpt from our bylaws pertaining to nominations.

SECTION 4.06. Nominations.

(A) NOMINATIONS COMMITTEE

It shall be the duty of the Board to appoint a Nominations Committee consisting of ten (10) persons who are members but are not directors or close relatives of directors, and who are so selected that each of the Cooperative’s Directorate Districts and the at large directorate shall have one representative thereon. The Committee shall meet and nominate candidates for each of the Cooperative’s Directorate Districts to be elected at the next annual meeting and the at large director if that directorate is to be elected at the next annual meeting. The Committee shall nominate at least one (1) nominee for each such District and may nominate more than one (1) nominee for each such District. The Committee shall show clearly each nominee(s) and the Directorate District for which they are nominated. In addition, the Committee shall nominate each three (3) years at least one (1) candidate and may nominate more than one (1) candidate for the “at large” position. The Committee shall ensure that all members nominated meet the qualifications to serve as a director set forth in section 4.02. The Committee shall meet as necessary in order to complete its nominations no later than thirty days preceding the deadline for nomination by petition as is set forth in the following subsection to provide the opportunity for any qualified member who desires to be placed on the ballot at the upcoming annual meeting but not nominated by the Committee, to seek nomination by petition as set forth in the following subsection.

(B) NOMINATIONS BY PETITION

Any fifty (50) or more members of the Cooperative, acting together, may make additional nominations in writing over their signatures, in like manner listing the nominees separately with respect to the Directorate Districts from which they are nominated, on or before January 14 preceding the annual meeting at which such directors are to be elected. Any member nominated by petition as a candidate for any Directorate must meet the qualifications to serve as a director set forth in section 4.02 before the nominee’s name may be placed on the ballot for election at the annual meeting.

(C) PROVIDING NOTICE OF ELECTIONS

The Secretary shall communicate to the members through any publication routinely used by the Cooperative for communication with the membership on a monthly basis or by electronic means at least seven (7) days prior to the meeting, the names of all nominees for each such district, showing separately those nominated by the Committee and those nominated by petition, if any.

(D) POSTING OF NOMINATIONS

Once the signatures of the members on any petition and the qualifications to serve of the nominees are verified, the names of all nominees for each directorate district and the names of each nominee for the at large directorate, if it is to be elected before the upcoming annual meeting, shall be posted at the principal office of the Cooperative. The Posted Notice of all nominees shall show the directorate for which each nominee seeks election as director and may indicate those nominated by the nominations committee and those nominated by petition.

Revised 3/18/19