QUALIFICATIONS FOR ELIGIBILITY TO SERVE ON THE BOARD OF DIRECTORS
(As they appear in CWEC Board Policy No. 101)
I. PURPOSE
The purpose of this policy is:
A. To establish qualifications for election or appointment to, and service on, the Cooperative's Board of Directors, in accordance with and in addition to the qualifications established in the Cooperative’s Bylaws,
B. To establish procedures for verifying director qualifications, including an affirmation form; and
C. To establish a procedure for filling a vacancy of an unexpired term on the Board of Directors due to retirement, death or termination.
II. POLICY
In order to become and remain a Director of the Cooperative, an individual must meet qualifications required by law, qualifications required by the Cooperative’s Bylaws and additional reasonable qualifications established by the Board of Directors as set forth herein or in other duly adopted Board policies. It is the responsibility of the Board of Directors to ensure that those qualifications are met. If the Board of Directors should determine that an incumbent Director, nominee, or potential appointee to the Board of Directors lacks or has lost any of the necessary qualifications, it is the duty of the Board of Directors to remove such incumbent or to declare such nominee or potential appointee ineligible for election or appointment. Pursuant to the Cooperative’s Bylaws, all vacancies occurring on the Board of Directors shall be filled by the Board of Directors.
III. PROVISIONS
A. General Requirements
Any person, to become and remain a Director of the Cooperative, shall, among other things:
1 .Comply with applicable requirements of law, the Cooperative's Articles of Incorporation and Bylaws, the Cooperative's duly adopted policies, and the Cooperative's duly made decisions;
2. Assume a fiduciary duty to act, in good faith, in the best interests of the Cooperative and its members;
3. Be loyal to the Cooperative and not have conflicting commercial or personal interests;
4. Be possessed of the minimum knowledge and skills necessary to manage the affairs of the Cooperative;
5. Be willing to devote such time and effort to the duties of a Director as may be necessary to govern the Cooperative's affairs;
6. Be able to represent the entire membership on an impartial basis;
7. Attend regularly scheduled and special meetings of the Board of Directors; national, state, and other meetings of organizations with associated interests that further the Cooperative movement; training institutes or seminars which will aid in keeping him/her well informed on matters affecting the Cooperative according to Board Policies 105 and 106;
8. Not use, or cause to be used his/her position as Director to further any political or business ambition;
9. While a Director, not be past due or delinquent on any obligation owed to the Cooperative and during the 3 years immediately before becoming a Director, not have made 3 or more late payments or have been disconnected by the Cooperative.
B. Service as a Director includes the following responsibilities:
1. To put forth effort to understand the Cooperative's issues and to provide the judgment needed to reach decisions in constantly changing circumstances;
2. To support all official decisions and actions made or taken by a majority of the Board;
3. To conscientiously study the information contained in reports submitted to the Board;
4. To contribute to the development of statements on functions and responsibilities of Board members and to work toward their constant improvement;
5. To objectively evaluate and consider the questions and issues with which the Cooperative is faced;
6. To keep informed as to the ideals and objectives of the Cooperative and to further study and analyze the policies, plans, and issues which result from efforts to achieve such ideals and objectives;
7. To keep informed on, alert to, and aware of the attitudes of the members, the employees, and general public toward the Cooperative's objectives and policies;
8. To inform all interested persons about the Cooperative's ideals, objectives, programs, and services; and
9. To conduct himself/herself in the eyes of the general public in such a manner as will reflect credit to the Cooperative and personify the position of trust held by the Director, including refraining from such conduct which would subject the Director to indictment for a felony or crime of moral turpitude or from conduct representing disregard of the standard of behavior which the members can rightfully expect from a Director.
C. Removal of a Director by the Board of Directors
Upon the fact being established to the satisfaction of a majority of the other board members that a board member is holding his/her office in violation of any of the foregoing provisions, such other board members, acting as the board, shall proceed to remove such board member from office.
D. Filling a Vacancy on the Board of Directors
All vacancies occurring on the Board of Directors shall be filled by appointment made by the full board of sitting directors of the Cooperative. A director thus appointed shall serve out the unexpired term of the director whose office was originally vacated, until a successor is elected and qualified; PROVIDED, that such a successor shall be from the same Directorate District as was the director whose office was vacated, and provided further that such successor may not be appointed if it would result in the Board being composed of more than one director from any subdistrict, unless the vacant position is for the at-large director, in which case the appointed director may be from any district or any subdistrict.
The Board of Directors may utilize any method it deems appropriate for identifying and appointing a director to fill a vacancy, provided that such candidate is otherwise qualified under the Bylaws and this policy. Such methods may include, but shall not be limited, to one or a combination of the following:
1. Requesting that the Cooperative’s Nomination Committee recommend to the Board a candidate or candidates to fill the vacancy;
2. Establishing a separate ad hoc committee composed of directors, members, or others for the purpose of identifying and recommending to the Board a candidate or candidates to fill the vacancy;
3. Soliciting the Cooperative’s membership for applicants;
4. Appointing a former director who is qualified and willing to fill the vacancy for the remainder of the term.The Board shall evaluate candidates through such means that it deems appropriate in the circumstances, which may include submission of written applications and/or resumes, and personal interviews.
The Board shall be responsible for screening all candidates to ensure that they are qualified in accordance with the Cooperative’s Bylaws and this policy.
In all cases, the Board shall duly consider whether the particular method(s) to be utilized will permit the Board to make a timely appointment to fill the vacancy without undue delay. If the vacancy occurs close in time to when the vacant director position would otherwise be filled by a vote of the members, the Board may defer to members to elect such director position if the Board determines that it would not result in an undue delay in filling the vacancy.
E. Procedure for Policy Implementation
This policy shall be implemented as follows:
1. It shall be disseminated and explained to the Cooperative's NominationCommittee each year, before it makes nominations. The committee shall screen all persons considered for nomination as Directors to ensure that they are qualified in accordance with the Cooperative’s Bylaws and this policy.
2. Immediately after receipt of any nomination by petition, the Cooperative shall furnish the nominee with a copy of this policy, an Affirmation Form, and a questionnaire, to ensure that the nominee is qualified in accordance with this policy.
3. The Board of Directors, in filling any vacancies occurring on the Board of Directors, shall ensure that a proposed Director is qualified to be appointed and is apprised of this policy before appointment.
4. All persons nominated or being considered for appointment as Directors shall, prior to election or appointment, read this policy and execute the Affirmation Form and questionnaire which are attached hereto and made a part hereof.
F. The Nomination Committee and any member or members who nominate an individual to be voted upon for election to the Board of Directors shall consider the following suggested questions when reviewing the personal qualifications of the proposed nominee:
1. What is the business, professional, or community service record of the individual and what has the conduct of his/her own affairs indicated as to the possession of sound judgment?
2. What has the proposed nominee done that would demonstrate capacity for working with others?
3. What are the ideas and objectives of the proposed nominee as they relate to Cooperative principles and philosophy?
4. What are the issues which the proposed nominee might encounter when helping fellow members obtain a more complete understanding of the Cooperative and its activities and issues?
5. Are you past due or delinquent on any obligation owed to the Cooperative?
G. Every year prior to the meeting of the Nomination Committee, each incumbent whose office is up for election at the forthcoming Annual Meeting shall review this policy and execute the Affirmation Form.
IV. RESPONSIBILITY
A. The President/CEO is responsible for the administration of this policy.
B. The Board of Directors is responsible for the enforcement of this policy