Membership to vote on Bylaw amendments at Annual Meeting
Four proposed Bylaw amendments will be put before Claiborne Electric’s membership for a vote during the 2018 Annual Meeting on April 28 in Ruston.
Members will be voting on one proposed change to Article III, and three proposed changes to Article IV of the Cooperative’s Bylaws. The proposed changes are as follows:
A. To replace Article III, Section 3 to read as follows:
“Section 3. Notice of Members' Meetings
At the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member, written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 7 of this article is to be transacted, stating the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than forty-five days before the date of the meeting, either personally or by mail, or by email, or by other electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon pre-paid. The failure of any member to receive notice of any annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.”
This amendment would lengthen the timeframe for delivering an official notice of meetings. The current language requires the notice be delivered “not less than ten days nor more than twenty-five days.” Changing the delivery requirement to “not less than ten days nor more than forty-five days” allows the Cooperative to use the monthly edition of Louisiana Country to deliver the official notice in all circumstances for meeting. There are times when Louisiana Country’s printing and mailing dates cannot work using the current language.
B. To amend the last paragraph of Article IV, Section 3 to read as follows:
“All district meetings shall be held on the First Saturday in the Month of December at such times and locations as the Board of Directors may designate from time to time. The Board of Directors shall appoint a chairman for each district meeting called by it. One hundred members present in person shall constitute a quorum for transaction of business at any district meeting. If less than a quorum is present at any district meeting, the incumbent, if nominated, shall automatically be declared elected, and those present shall adjourn the meeting and the chairman shall notify the Board of Directors that a quorum failed to attend the meeting. If a quorum is not present and the incumbent is not nominated, the Board of Directors shall appoint a director from the pool of nominees. If no nominees are submitted, the vacancy shall be filled according to Article IV, Section 6.”
This amendment would eliminate an antiquated reference to nominating committees, and would also provide parameters for every possible election scenario at a district meeting.
C. To amend Article IV, Section 4 to read as follows:
“Section 4. Nomination
Any three (3) members living within a district and acting together, may make a nomination in writing not less than 45 days nor more than 90 days prior to the meeting and the secretary shall post such nominations at the principal office of the Cooperative in both Union and Claiborne Parishes. If only one nomination is submitted, the Board of Directors will declare the nominated candidate as the winner and may choose not to hold a meeting. If no nominations are submitted, the seat will be considered a vacancy and will be handled according to Article IV, Section 6 of these bylaws.”
This proposed amendment would change the timeframe used for submitting nominations for the Board of Directors so that nominations can be printed in Louisiana Country prior to district meetings. This amendment also adds language to the end of the paragraph giving the Board of Directors authority to dismiss the district meeting in the event that only one nomination is submitted, and to handle the vacancy by appointment if no nominations are submitted.
D. To amend Article IV, Section 6 to read as follows:
“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 for the unexpired portion of the term of the Director in respect of whom the vacancy occurs.”
This change would eliminate unnecessary language in the first sentence and treat all vacancies on the Board of Directors in the same manner.
“I would encourage members to vote yes for these proposed changes,” said Claiborne Electric General Manager & CEO Mark Brown.
Brown said it is very important at this year’s meeting for members to know they need to present photo identification at registration. Identification will be necessary for members to register and vote on the proposed Bylaw changes. It is very important that members understand how their account is listed at the Co-op, because the person who registers and presents identification at the meeting must be the primary member on the account. For instance, if a residential account is listed in a husband’s name, the wife will not be able to come in alone and present her identification to register and vote, because she is not the member listed on the account.
If a member will not be able to attend the meeting and the spouse wants to come register and vote, there is an easy way to modify the account. The Co-op offers joint memberships. By changing an account to a joint membership, each spouse will be listed, and either spouse can present I.D. and represent that membership at Annual Meeting. To change an account to a joint membership, members have two options. They can visit a Claiborne Electric office together, each presenting identification, and sign a joint membership form in person, or they can pick up a joint membership form and have a notary verify both identifications and notarize the document before returning it to the Co-op. Changing an account to a joint membership will need to be done before Annual Meeting to be recognized at the meeting. A joint membership is still one membership. Spouses will need to determine jointly how they wish to cast their one vote.
Many accounts have a spouse listed as an additional contact on the account, meaning we can discuss account details with the spouse, but that is not the same thing as a joint membership. Members are urged to check the status of their account and make any changes well before Annual Meeting to avoid confusion at registration.
A business, church, or other organization that is a member of the Co-op may designate a person to attend the meeting to register on behalf of the organization and cast a ballot. At registration, that person will need to present a letter on the organization’s letterhead and signed by the leader of the organization naming them as the representative for the organization.
“One of the things I love most about being part of the Co-op is the democratic nature of the business. Decisions are made by you, the members. Please don’t take that responsibility lightly. Please attend the 2018 Annual Meeting and participate in the democratic process of voting,” Brown said.