2026 Election: Summary of Proposed Bylaw Amendments
As a member-owner of your democratically run, not-for-profit cooperative, you have the opportunity to vote in Flathead Electric Cooperative’s (FEC’s) annual election. In addition to voting for open Board of Trustee positions, members are being asked to vote on proposed updates to the Cooperative’s Bylaws.
These updates are intended to clarify existing practices, reflect current laws and industry standards, and strengthen the Cooperative’s ability to reliably serve its members. A complete copy of the proposed bylaws is available at flatheadelectric.com/amendment.
Proposed Bylaw Amendment 1: Uncontested Election
This proposed amendment is on the ballot at the request of Co-op members. It would remove the requirement for FEC to conduct an election when all open Board of Trustees seats are uncontested. Feedback gathered from member surveys and other input channels indicates a preference not to incur the costs associated with running an uncontested election. For reference, FEC’s most recent uncontested election in 2024 incurred expenses of approximately $62,000 for the Cooperative.
| Bylaw Article | Proposed Amendment Summary |
|---|---|
| Article 7: Trustees (Elections) |
Trustee Elections: When there is only one qualified candidate for an open trustee position and no additional nominations are submitted, this update allows the candidate to be seated without placing the race on the ballot. This avoids the cost of running an uncontested election. If any trustee race is contested, all trustee positions will still appear on the ballot for a full member vote. |
Proposed Bylaw Amendment 2: General Updates
These proposed updates reflect recommendations from national electric cooperative organizations, legal counsel, and Cooperative staff, and are part of a periodic review to keep the bylaws clear, well organized, and up to date in support of reliable service to members. These updates do not change the Cooperative’s not-for-profit structure or members’ ownership rights.
| Bylaw Article | Proposed Amendment Summary |
|---|---|
| Article 3: Membership | Clarifying Conditions of Membership: Updates this section to more clearly describe responsibilities that already accompany receiving electric service—such as complying with Cooperative governing documents, paying applicable charges, and allowing reasonable access to extend or relocate electric service or equipment. The updates also confirm that members may receive automated communications related to service and emergencies; affirm expectations for respectful interactions between members and Cooperative representatives; and clarify expectations around the use of electricity generated on a member’s property.
Joint Memberships: Clarifies that when one joint member passes away, the membership continues in the name of the surviving joint member. Suspension or Termination: Adds clearer detail about when and how a membership may be suspended or terminated, including notice and an opportunity to respond. Confirms that members retain their rights to capital credits during any period of suspension and after termination. |
| Article 4: Rights and Responsibilities of Members | Access/Easement: Clarifies long-standing easement language to confirm that easements associated with electric service are provided without expectation of compensation. Where practical, easements will continue to follow property boundaries, existing roads, driveways, or established paths.
Cooperative Equipment: Clarifies responsibilities related to Cooperative-owned equipment and electric service, including members’ role in protecting Cooperative equipment and allowing reasonable access needed to safely operate and maintain the electric system. Member Electric Equipment: Adds clearer guidance for member-owned electric equipment (such as generators, solar systems, or other devices), including approval requirements before connection, shared responsibility for safety and reliability, and member responsibility for impacts or damage related to their equipment. Confirms that the Cooperative may collect and use basic service usage information to provide service and protect system safety. |
| Article 5: Membership List | Member Privacy: Moves this section to its own article without changing its substance, reinforcing that membership lists are protected and not publicly disclosed. |
| Article 6: Meeting of Members | Meeting Participation: Clarifies who may attend and participate in member meetings to help meetings run smoothly and efficiently and ensure members have priority to attend member meetings.
Voting and Ballot: Combines existing voting and ballot provisions into a single, clearer section without changing member voting rights. |
| Article 7: Trustees (Qualifications, Disqualifications, and Nominations) |
Trustee Qualifications and Disqualifications: Updates eligibility standards to reflect current law and best practices, including legal capacity, residency, and avoiding conflicts of interest.
Candidate Information: Requires trustee candidates to submit a written profile and short video statement so members have consistent information when voting. |
| Article 8: Meeting of Trustees | Remote Attendance: Allows a trustee to attend a regular Board meeting remotely (e.g., via video conference) provided they receive prior approval of the Board President.
Notice Waiver: Trustees are considered to waive the right to object to improper notice if they attend or participate in a meeting, unless they object at the beginning of the meeting. |
| Article 10: Officers | Executive Committee: Adds the immediate Past-President to the Executive Committee to support leadership continuity.
Staff Title Update: Updates the General Manager’s title to “Chief Executive Officer and General Manager.” This change does not alter the role’s authority or responsibilities. |
| Article 12: Cooperative Operations | Capital Credits and Financial Stability: Clarifies how capital credits are handled, including that members may not pledge their capital credits as collateral to third parties. It also explains how the Board may account for and manage a financial loss in a given year—either by applying it to permanent equity or carrying it forward to be offset by future margins. |
| Article 19: Electronic Documents and Actions (New) |
Adds a new article confirming that notices, ballots, and other Cooperative business may be conducted electronically, consistent with Montana law and current practice. |
| Glossary and Numbering | Adds and updates definitions used throughout the bylaws to improve clarity and consistent interpretation, and removes unnecessary definitions. Changes also reflect updated numbering to reflect new and reorganized provisions, making the document easier to navigate. The numbering changes are organizational only. |