- Section 1 – General Powers
- Section 2 – Composition
- Section 3 – Trustee Qualifications
- Section 4 – Trustee Disqualifications
- Section 5 – Trustee Nominations
- Section 6 – Trustee Elections
- Section 7 – Trustee Seating
- Section 8 – Trustee Compensation
- Section 9 – Trustee Terms
- Section 10 – Trustee Resignation
- Section 11 – Trustee Vacancies
- Section 12 – Removal of Trustees by Members
Section 1: General Powers
The Board shall manage the business and affairs of the Cooperative and shall exercise all the powers of the Cooperative except those that are reserved to the members by law, the Articles of Conversion, or these Bylaws.
Section 2: Composition
The Board of Trustees (referred to as the Board) shall be composed of 1 elected trustee from each of its 9 districts.
Section 3: Trustee Qualifications
Any person shall be eligible to become or remain a trustee who:
- Is a member of the Cooperative and is not otherwise disqualified;
- Maintains primary residence within the district they represent; and
- Is a natural person.
Section 4: Trustee Disqualifications
A member shall not qualify for the office of trustee or an existing trustee shall become disqualified to serve as a trustee if:
- The member has been an employee of the Cooperative for any length of time within the immediately preceding 7 years;
- The member or trustee, including a member of their immediate family is, or becomes, an employee of the Cooperative;
- The trustee fails to attend 2 monthly meetings of the Board in a calendar year without approval of the Board;
- The member or trustee has a conflict of interest which includes but is not limited to situations in which the member or trustee:
- Is employed by, is an agent of, or is an immediate family member of an employee or agent of the Cooperative;
- Is employed by or materially affiliated with any other Trustee;
- Regularly and directly competes with the Cooperative or any entity that the Cooperative controls or in which the Cooperative owns a majority interest;
- Owns an interest greater than 10% or holds a management position in a business wherein more than 10% of the goods or services sold are sold to the Cooperative or one of its subsidiaries, or combination thereof.
- The member or trustee has been declared incapacitated or of unsound mind by a final order of the court;
- The member or trustee has been convicted of a felony;
- The member has an immediate family member who is currently serving as a trustee.
- Upon determining that a trustee is holding office in violation of any of the foregoing provisions, the Board shall immediately remove such trustee from office upon written notification to the trustee of the basis for disqualification.
- Upon determining that a member is disqualified from serving as a trustee, the Nominating Committee shall immediately notify said member in writing and provide the basis for disqualification.
- Nothing contained in this section shall affect or shall be construed to affect in any manner whatsoever the validity of any action taken at any meeting of the Board.
Section 5: Trustee Nominations
- In any year in which a vacancy in the office of trustee shall occur in any district, there shall be nominated from the vacant district at least one candidate for the office of trustee.
- A candidate for each vacancy shall notice their interest in the vacant or expiring position by submitting a nominating petition to the Nominating committee of the Board at least 30 business days before the annual meeting. Each petition shall consist of the printed name, address, telephone number, and original and dated signature of not less than 25 members from the candidate’s district, and shall be signed by the candidate asserting their qualification for the position.
- The Nominating committee shall review the petitions to determine that all signers are members and reside in said district, and that the nominee is qualified to serve.
- A written profile of each nominee shall be required.
Section 6: Trustee Elections
- The election of trustees shall take place in conjunction with the annual meeting of the members at which time members shall elect the number of trustees necessary to fill the position or positions of those whose terms have expired or been vacated.
- Elections of trustees shall be determined by a plurality vote. If, after a recount, there is a tie for a trustee position, the winner shall be determined by a coin toss.
- If, because of redistricting, 2 trustees whose terms have not expired represent the same district, an election shall be held between these two current trustees.
Section 7: Trustee Seating
At the next Board meeting following an election, all newly-elected trustees shall sign a statement verifying that they are qualified and have no conflict of interest that violates these Bylaws. The newly-elected trustees shall then be seated.
Section 8: Trustee Compensation
Trustees may not receive any salary for their services. By resolution, the Board may authorize payments to or for the benefit of trustees as a result of their performance in the position of trustee.
Section 9: Trustee Terms
Each elected trustee shall hold office for 3 years, or until a successor shall have been elected. The trustee terms shall be staggered so that no more than 3 trustee terms expire in any year.
Section 10: Trustee Resignation
A trustee may resign at any time by delivering written notice of resignation to the Board, the president, or secretary. Unless the written notice of resignation specifies a later date, a trustee’s resignation is effective upon receipt.
Section 11: Trustee Vacancies
Any trustee vacancy that occurs as the result of death, mental or physical incapacity, resignation, removal by the members or trustees, or disqualification shall be filled within sixty (60) business days by the Board. The appointee shall meet all the qualifications required of a trustee and shall serve until the next regular trustee election. A trustee vacancy which occurs within 60 business days of the next regular trustee election shall remain vacant until such time when the members can elect a trustee.
Section 12: Removal of Trustees by Members
- Any member may initiate the removal of a trustee based upon disqualifications as set out in these Bylaws or based upon breach of the discharge of duties as a trustee by filing a statement of the basis for removal, in writing, with the secretary of the Board. This statement shall be in the form of a petition that includes the printed names, addresses, telephone numbers and original and dated signatures of at least 2,500 members.
- The trustee whose removal is being sought shall be:
- Informed in writing of the basis for removal at least five (5) days before the meeting at which the removal is being considered.
- Given, along with those seeking removal, the opportunity at the meeting to be heard in person or by counsel, and to present evidence in respect to the allegations made supporting the removal.
- If the Board determines that the trustee removal petition complies with these Bylaws, the Cooperative shall notice and hold a special member meeting within sixty (60) days following the Board’s determination. The question of the removal of such trustee shall be considered in conjunction with that meeting.