Section 1. General Powers. The business and affairs of the Cooperative shall be managed by a board of seven (7) directors which shall exercise all the powers of the Cooperative except such as are by law or by the articles of incorporation of the Cooperative or by these bylaws conferred upon or reserved to the members.
Section 2A. Residence Requirements for Directors. In order to become eligible and continue to serve as a director, the person: As a qualification of office at the time that a director is first elected to the Board of Directors, the director shall reside in and be selected from the area encompassed by a particular district and position as those areas are defined in these bylaws. In addition, the director then first elected must also receive electrical service from the area encompassed by that same district and position.
In order to remain eligible to serve as a director or to be re-elected (while such director is an incumbent), the director must continue to reside in the County which is a part of district and position from which the director was elected and receive electrical service in the area encompassed by that same district and position.
For purposes of these bylaws, the term, “first elected” shall mean the election of a director in accordance with the bylaws when that director is not an incumbent at the time of his/her election. Unless a vacancy occurs, the terms of directors shall be staggered so that not more than one (1) director from each district shall have a term of office expiring in the same year. In the event districts are combined, the director whose district is being eliminated, will continue to serve until such time as his/her term expires.
Section 2B. Qualifications and Tenure. All directors shall serve terms of six (6) years in length unless they are filling a vacancy of an unexpired term. All directors elected to fill a vacancy of an unexpired term shall be elected for the period remaining on the unexpired term. In order to be eligible to become and to continue to serve as a director, the person must:
a. be a citizen of the United State of America;
b. be of proper legal capacity;
c. be a member in good standing with the Cooperative;
d. not currently be nor shall have been employed by the Cooperative or any other electric utility for a period of five (5) years prior to the date of such election;
e. not have a spouse who currently is or has been employed by the Cooperative or any other electric utility for a period of five (5) years prior to the date of such election;
f. not be nor have a spouse who is in any way employed by or directly financially interested in a competing enterprise or business selling electric energy or supplies to the Cooperative;
g. not have been convicted of a felony or a misdemeanor which misdemeanor involves dishonesty within the ten (10) years prior to the date of the election unless the candidate has received a pardon for such conviction;
h. not be convicted of a felony or a misdemeanor which misdemeanor involves dishonesty while serving as a director;
i. attend a majority of all board meetings (unless excused by the Board of Directors for good cause) during any twelve (12) consecutive month period;
j. meet the residency requirements of Section 2A; and
k. not be and not have a spouse who is the incumbent of or a candidate for an elective public office in connection with which a salary is paid.
Upon it being determined that a director fails to meet any of the qualifications set forth in this section 2B, then the director shall immediately be removed from the Board without any action or vote being necessary.
When a membership is held jointly by a husband and wife, either one, but not both, maybe elected a director. Nothing contained in this section shall or shall be construed to affect in any manner whatsoever the validity of an action taken at any meeting of the Board of Directors.
Section 3. Nominations. Nominations for the Board of Directors shall be by petition only. Any petition for nomination must be obtained at the Cooperative by the person who is to be nominated. Such petition shall be for a particular district and position. The person seeking such nomination may obtain more than one (1) copy of such petition. To be placed on the ballot, the petitioner must obtain the signature of no less than fifteen (15) current members of the Cooperative on the petition(s). Note: Only one (1) person may sign on the nominating petition for each membership, i.e., a husband and wife having a joint membership shall be counted as only one (1) signature on a petition.
Petition for nomination shall be available at the Cooperative not less than one hundred fifty (150) days prior to the annual meeting. After obtaining the requisite signatures, the person being nominated must present the petition(s) with original signatures thereon not less than ninety (90) days prior to the annual meeting. Only petitions that have been provided by the Cooperative will be accepted. If such petition(s) are in proper form and contain a minimum of fifteen (15) proper signatures, and the person so nominated meets the requirements as outlined in this Article III, such person shall be added to the list of nominees for the proper position.
The Secretary will post and maintain at the Cooperative, a current list of all proper nominees for all of the Board of Directors’ positions to be elected at the next annual meeting. Following the close of the nominations, the Secretary will mail with a notice of the annual meeting a statement setting forth the position to which directors are to be elected at such meeting and the name of all proper nominees for each such position. The Secretary will be responsible for assuring that the notice of the meeting is published in the Arkansas Living magazine. Notwithstanding anything contained herein, failure to comply with the provisions of this Section will not affect in any manner whatsoever the validity of any election of a director of directors.
The election of Directors will be by ballot in writing delivered by mail or personal delivery to the office of the Cooperative and only those persons nominated by petition will be on such ballots. No nominations will be accepted from the floor. The Board of Directors will establish a procedure for voting so that each member will receive the ballot in sufficient time for it to be marked and returned by the time set for the annual meeting.