Proposed Bylaw Changes to be on ballot at Annual Meeting
ATTENTION MEMBERS
You are hereby notified that the Members of United Electric Cooperative, Inc. will be considering two Bylaw Amendment propositions for approval at the Annual Meeting of Members to be held on August 1, 2020. The proposed Bylaw Amendment propositions, which were approved by the Board of Directors for submission to the Members, are as follows:
Proposition #1
To amend Article III, Section 5, to the following: “Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting. All voting shall be in person, and additionally, at the discretion of the Board of Directors, may also be carried out by use of mail ballot, absentee ballot or electronic ballot, or any combination thereof, under procedures established by resolution of the Board of Directors and disclosed concurrently with the notice of any meeting of members at which mail, absentee or electronic voting is allowed. The Board of Directors shall take all steps necessary to insure that any advanced voting, electronic voting, voting by mail, and absentee voting are done in a secure manner. In the event of a recount of the ballots, all valid mail, absentee or electronic ballots shall be included within the results of any necessary recount or re-balloting,”
And, to amend Article IV, Section 4, to the following: “Notwithstanding nominations by petition, candidates for director shall be nominated by a nominating committee, said nominating committee consisting of up to twelve members of the Cooperative, according to the terms and conditions and in the manner set forth in this section. The nominating committee shall nominate at least two candidates for each vacancy on the board of directors. The members serving on the nominating committee shall appoint a successor nominating committee of up to twelve members, to nominate candidates for election to the board of directors at the Annual Meeting held the following year. Keeping in mind the principle of equitable representation, the members nominated to serve on the successor nominating committee may consist of the following number of members whose primary residence is located in the following geographic districts described in Article IV, Section 4a of the Bylaws: One member from District No. 1; two members from District No. 2; two members from District No. 3; two members from District No. 4; three members from District No. 5; one member from District No. 6; and one member from District No. 7. No current member of the board of directors may serve on the nominating committee. The committee, keeping in mind the principle of equitable representation, shall prepare and post at the principal office of the Cooperative at least twenty days before the meeting a list of nominations for directors which shall include at least two candidates for each vacancy on the board of directors. The Secretary shall be responsible for mailing with the notice of the meeting, or separately, but at least ten days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates nominated by the committee on nominations. Any fifteen (15) or more members acting together may make other nominations by written petition not less than ninety (90) days prior to the meeting and the Secretary shall post such nominations at the place where the list of nominations made by the Committee is posted. The Secretary shall mail with the Notice of the Meeting a statement of the number of directors to be elected and the names and addresses of the candidates, specifying separately the nominations made by the Committee on Nominations and also the nominations made by petition, if any.”
Proposition #2
To amend Article VII, Section 2, by deleting the second and third sentences of paragraph first of said section and inserting the following two sentences: “In order to induce patronage and to assure that the Cooperative will operate on a nonprofit basis, the Cooperative is obligated to account on a patronage basis to all its patrons and to declare a patronage dividend to its patrons in an amount equal to the Cooperative’s federal taxable income with respect to the furnishing of electric energy (computed before the reduction for patronage dividends paid by the Cooperative and after reduction for any losses to be taken into account in accordance with Section 3 of this Section VII). All such amounts in excess of the federal taxable income at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital.”
And, to amend Article VII, Section 3, to the following: “The Board of Directors shall have complete discretion and authority to determine the handling and ultimate disposition of the Cooperative’s patronage sourced losses, as well as the form, priority and manner in which such losses or portions thereof shall be taken into account, retained and ultimately disposed of or recovered. Without limiting the generality of the foregoing, the Board of Directors may determine to cause any such patronage losses to be retained by the Cooperative and subsequently disposed of by: (a) offset against net earnings of the Cooperative in one or more prior years through offset and cancellation against patrons’ capital credits or other equity account balances; or (b) any other method of disposition (or combination of methods) as theBoard of Directors, in its sole discretion, shall determine from time to time to be in the Cooperative’s best interest.”