Lake Region Electric Cooperative
The LREC Board of Directors is proposing to amend the bylaws to bring clarification and improve efficiencies with regard to the director nomination process and to provide a tie-breaking procedure in the event of a tie between nominees at a Director District Meeting and between candidates at the Annual Meeting.
The proposed bylaw amendments do not alter the substantive rights of the members. Rather, the amendments bring clarification and improve efficiencies. The core concepts of the Cooperative remain intact.
Members will receive a ballot in May and may choose to return the ballot by mail or to cast a ballot at the LREC Annual Meeting. No proxy voting is allowed.
Your Board of Directors recommends a “YES” vote.
The member-elected leadership of LREC recommends that members vote “YES” to amend the bylaws as explained to the right.
SUMMARY OF THE PROPOSED BYLAW REVISIONS:
Article 3 – Member Meetings and Member Voting
Section 3.7 (a) Member Meeting Voting–Director Elections
Right now, there is no mechanism/procedure in the Bylaws that deals with the scenario of a tie between two or more candidates of the Board of Directors at the annual meeting. The Board is proposing to add a tie-breaking mechanism in the event of a tie. After doing some research, the Board of Directors found that other cooperatives provide a coin flip in the event of a tie.
Article 4 – Board of Directors
Section 4.4 (a) Director Nominations–Director District Meeting Nominations
Right now, there is no mechanism/procedure in the Bylaws that deals with the scenario of a tie between two or more nominees to be candidates for the Board of Directors as the Director District Meetings. The Board is proposing to add a tie-breaking mechanism in the event of a tie. After doing some research, the Board of Directors found that other cooperatives provide a coin flip in the event of a tie.
Right now, at the Director District Meeting, the nomination process or period is open for three (3) minutes. The Board is proposing to change the time period from three (3) minutes to two (2) minutes. From past experience, two (2) minutes is sufficient time to allow nominations to be made at the Director District Meeting. Reducing the time period from three (3) minutes to two (2) minutes will increase the efficiency of the Director District Meetings.
Article 4 – Board of Directors
Section 4.4 (b) Director Nominations–Member Petition Nominations
As the Bylaws currently read, it is not clear when the Member Petition Nomination process begins. The proposed change clarifies that the Member Petition process cannot start until after the Director District Meeting.
Proposed Full Bylaw Changes
Article 3 – Member Meetings and Member Voting
Section 3.7 – Member Meeting Voting – (a) Director Elections
The Board of Directors is proposing that the language in italics and bold below be added to Section 3.7(a) of the current Bylaws.
In the event of a tie vote between two candidates, the Director shall be determined by a flip of a coin with the person whose last name appears first in the alphabet choosing heads or tails and the winner shall be the Director. In the event of a tie vote of more than two candidates, the Director shall be determined by a flip of a coin with each candidate selecting either heads or tails. The candidate whose last name is first in the alphabet shall choose first, the candidate whose last name is second in the alphabet shall choose second, and so on. If more than one candidate is left after the first coin flip, the same process shall be followed until one candidate is left and the last candidate shall be the Director.
Article 4 – Board of Directors
Section 4.4 – Director Nominations – (a) Director District Meeting Nomination
The Board of Directors is proposing that the language in italics and bold below be added to Section 4.4(a) of the current Bylaws. The language not in italics and bold is the current Bylaw language.
In the event of a tie vote between two nominees for the second candidate position, the candidate shall be determined by a flip of a coin with the person whose last name appears first in the alphabet choosing heads or tails and the winner shall be the second candidate. In the event of a tie vote of more than two nominees for the second candidate position, the candidate shall be determined by a flip of a coin with each nominee selecting either heads or tails. The nominee whose last name is first in the alphabet shall choose first, the nominee whose last name is second in the alphabet shall choose second, and so on. If more than one nominee is left after the first coin flip, the same process shall be followed until one nominee is left and the last nominee remaining shall be the second candidate.
Nominations for candidates for Director from the Director District shall be made from the floor at the meeting, and any Nominating Member of the Director District shall have the right to nominate one (1) candidate. The meeting shall remain open for nominations until no further nominations are forthcoming, but in no case shall such an open period last less than two (2) minutes.
Article 4 – Board of Directors
Section 4.4 – Director Nominations – (b) Member Petition Nominations
The Board of Directors is proposing that the language in italics and bold below be added to Section 4.4(b) of the current Bylaws. The language not in italics and bold is the current Bylaw language.
(b) Member Petition Nominations. In addition to Director District Meeting Nominations, Director District Nominating Members may nominate, through written petition, a Member to run for election for a Director position scheduled for election (“Member Petition Nominations”) at the next Annual Member Meeting. Nominating Members may make Member Petition Nominations by delivering to the Secretary of the Cooperative not more than thirty (30) days after the Director District Member Meeting a writing for each Member Petition Nomination (“Member Petition”):
- Listing on each page of the Member Petition, the name of the Member Petition Nominee;
- Indicating on each page of the Member Petition, the Director position for which the Member Petition Nominee will run; and
- Containing the printed names, addresses, and telephone numbers, and original dated signatures of at least fifty (50) Members of the Director District.
The Member Petition shall be on a form approved by the Board. Any Director District Nominating Members who want to proceed with the Member Petition shall request the Member Petition from the Chief Executive Officer of the Cooperative after the Director District Meeting applicable to the Director District up for election at the next Annual Meeting. Neither the Chief Executive Officer of the Cooperative, nor anyone else, shall provide the Member Petition prior to Director District Meeting applicable to the Director District up for election at the next Annual Meeting. A Director District Nominating Member cannot request, and cannot receive, the Member Petition form prior to the Director District Meeting applicable to the Director District up for election at the next Annual Member Meeting. Any Member Petition and/or signatures obtained prior to the Director District Meeting on the Member Petition shall be invalid.
The Board must determine, and the Secretary of the Cooperative must certify, whether a Member Petition is qualified and whether a candidate nominated meets all Director Qualifications specified in these Bylaws and otherwise determined by the Board. Any certified candidate nominated by a certified Member Petition shall be placed on the ballot for the Director District Election in order of nomination and following those candidates nominated at the Director District Meeting. A Nominating Member of a Director District shall only have the right to nominate one candidate for election, whether at a Director District Meeting or by joining/signing a Member Petition.