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Article IV

Directors

Section 1. General Powers. 

The business and affairs of the cooperative shall be managed by a board of directors which shall exercise all of the powers of the cooperative except such as are by law, the articles of incorporation, or these bylaws, conferred upon or reserved to the members.

Section 2. Election and Tenure of Office.

The board of directors shall consist of at least five (5), but no more than eight (8) members to be elected by and from the membership for a term of three years.  At least one (1) director shall reside in and represent each of the four districts.  The board of directors is hereby authorized to determine the number of directors.  However, should the membership petition, in a manner similar to the petition for nominations, to review the decision of the board as to the number of directors, such decision shall be subject to approval at the next regularly scheduled membership meeting, whether the annual meeting or a special meeting.  If the election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members within a reasonable time thereafter.  The directors may be elected by a plurality vote of the members.

Section 3. Qualifications.

In order to insure equitable geographical representation on the board of directors, the area served by the cooperative is hereby divided into four Districts, as follows:

District Number One shall consist of -All of Hettinger County;
District Number Two shall consist of - All of Adams County;
District Number Three shall consist of - All of Slope County;
District Number Four shall consist of - All of Bowman County;

The members now serving on the board of directors represent the districts above named; no member hereafter shall be eligible to become or remain a director unless such member shall be a bona fide resident of the district in which the present director's terms will expire, or in which there is a vacancy. 

In addition to the foregoing qualifications, no member shall be eligible to become or remain a director, or to hold any position of trust in the cooperative who:

  1. is not a member of the cooperative and in good standing and a bona fide resident of his/her director district and a permanent occupant receiving service from the cooperative at his/her primary abode; or
  2. is in any way employed by, or financially interested in, a competing enterprise, or a business selling electric energy, or supplies to the cooperative, or a business permanently engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the cooperative; or
  3. fails to attend at least six (6) of the total number of regular and special board of directors meetings per year, or who fails to attend four (4) consecutive regular and/or special meetings.
  4. Is not currently or within three (3) years immediately preceding the date of a director’s election, was an employee of the cooperative or a director or an employee of a competing firm selling energy; or
  5. At any time during the five (5) years preceding a director candidate’s nomination shall have been employed by a labor union that represents or has endeavored to represent any employee of the cooperative; or
  6. Is a grandparent, parent, spouse, co-habitant, child, or grand child of an employee or incumbent director; or
  7. Is or becomes the full-time employee or agent of, or who is or becomes the full-time employee or principal of, another director.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the board of directors shall remove such director from office.

Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors.

Section 4. Nominations.

It shall be the duty of the board of directors to appoint, not less than thirty days nor more than one hundred fifty days before the date of a meeting of the members at which directors are to be elected, a committee on nominations consisting of not less than five nor more than eleven members who shall be selected from different districts so as to insure equitable representation.  No member of the board of directors may serve on such committee.  The committee, keeping in mind the principle of geographical representation, shall prepare and post at the principle office of the cooperative at least twenty days before the meeting a list of nominations for the directors, but any fifteen or more members, acting together, may make other nominations by petition not less than thirty days prior to the meeting, and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted.

The secretary shall mail with the notice of the meeting, or separately, but at least seven 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, specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any.  The chairman shall invite additional nominations from the floor, and nominations shall not be closed until one minute has passed during which no additional nomination has been made.  No member may nominate more than one candidate.

Section 5. Removal of Directors by Members.

Any member may bring charges for cause against a director and, by filing with the secretary, such charges in writing together with a petition signed by at least ten per centum of the members, may request the removal of such director by reason thereof.  Such director shall be informed in writing of the charges, at least ten days prior to the meeting of the members at which the charges are to be considered, and shall have an opportunity at the meeting to be heard in person, or by counsel, and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.  The question of the removal of such director shall be considered and voted upon at the meeting of the members. 

Section 6. Vacancies.

A vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors, such director to serve until the next annual meeting when the members shall elect a director to fill out any unexpired term.

Section 7. Compensation.

Directors, as such, shall not receive any salary for their services, except that by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the board of directors; and for attending meetings, hearings, conferences, etc. as an authorized representative or representatives of the cooperative.  No director shall receive compensation for serving the cooperative in any other capacity; nor shall any close relative of a director receive compensation for serving the cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members; or the service by such director or close relative shall have been certified by the board of directors as an emergency measure.

Section 8. Indemnification.

The cooperative shall indemnify and hold harmless its past and present directors and officers, including the general manager--and may but shall not be obligated to so indemnify and hold harmless one or more of its past and present agents and other employees--against liability and related costs, including reasonable attorney's fees, because of any act or omission in connection with their relationship to the cooperative in such capacities, to the maximum extent allowable by law, including, and supplementary and subject to, but not limited to the indemnification allowed under N.D.C.C. 10-15-03 (10).  Such indemnification shall not be construed to waive any immunity granted under state law, including but not limited to the immunity granted under N.D.C.C. 10-15-31.  The cooperative may purchase insurance to cover such indemnification.

Section 9. Directors Empowered to Promote Rural Development.

The board is empowered to promote rural and economic development of the general areas in or near to which the cooperative serves.  Such promotion may include, but shall not be limited to, (a) membership in or ownership of securities issued by other organizations engaged in such promotion, (b) expending, investment, lending or underwriting reasonable amounts of funds, and (c) acquisition, through purchase, lease, option or otherwise, of land and other properties for resale, lease or sublease to institutional, commercial and industrial enterprises or other entities.

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