Cooperative Directors

Director districts have, as close as reasonably possible, the same number of members in each district. Regardless of which district a director represents, his/her duties and responsibilities are to represent all members. In all, there are eleven districts, and directors serve staggered three year terms. The map below shows the districts, and the Bylaws give the legal description.

dist-map

dist-map

Directors Can Be Nominated in Two Ways, But Not from the Floor at the Meeting.

The Bylaws set up a mechanism for a nominating committee, which shall not include current members of the board of directors. Only a Class A member is eligible to serve on the board as well as vote. Class A members are those who purchase electricity from the co-op. That nominating committee is appointed not less than 90 days or more than 210 days before the meeting, and its nominations are to be posted in the office at least 45 days before the meeting.

Any fifteen Class A members may also nominate another member to serve on the board, and such nominations will be on the ballot with
those from the nominating committee. 

If you want to participate in the election by submitting a petition signed by fifteen members, be certain that in addition to the Class A members’ signatures, there is a printed name and address so that the petition can be verified in time for posting 45 days before the meeting. Remember that often a husband and wife are one membership, not two. A single member may also have more than one meter, but not more than one membership. 

When a membership is held jointly by a husband and wife, either one, but not both, may be elected a director.

A nomination from fifteen Class A members must be received at the cooperative’s office no later than 45 days before the Annual Meeting. Section 3 of Article 4 of the Bylaws Sets Qualifications and Tenure.

“No member shall be eligible to become or remain a director or to hold a position of trust in the Cooperative who is not an actual consumer of goods or services provided by the Cooperative, or who is in any way employed by, or financially interested in a competing enterprise. No person shall take or hold office as a director who is the incumbent of or candidate for an elective public office in connection with which a salary is paid. Upon establishment of the fact
that a board member is holding the office in violation of any of the foregoing provisions; the board shall remove such board member from office. When a membership is held jointly by a husband and wife, either one,
but not both, may be elected a director, provided, however, that neither one shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless both shall meet the qualifications hereinabove set forth. Nothing in this section contained shall, or shall be construed to affect in any manner whatsoever the validity of any action taken at any meeting of the board of directors.”

What Do Directors Do? What Do They Get For It?

Together, Illinois Electric and its subsidiary, IRTC, are a $112,000,000 business, which supplies electricity and internet service to about 14,400 accountsin all or part of 10 counties. There are 46 full-time employees and 10 part-time
employees.

The Cooperative, itself, is about average sized among America’s 900 electric cooperatives. 

The Cooperative’s directors are responsible for its financial integrity and for its policies.

The Cooperative’s board of directors is responsible for the organization and IRTC. The board has additional responsibilities to the Cooperative’s lenders, employees, and the general community.

Basic law requires that a director shall, among other things, undertake the following duties:

  • Care - Exercise due care and diligence that an ordinary prudent person in a like position would exercise under similar circumstances, devoting such time and effort to the duties of a board member as may be necessary to oversee the business and affairs;
  • Loyalty - Be loyal to the Cooperative, acting at all times in good faith for its best interests and unaffected by any personal interest that is in conflict with the best interests of the Cooperative;
  • Obedience - Be obedient to the Cooperative by adhering to all applicable requirements of law, the Bylaws, policies, contracts, and the Cooperative’s duly made decisions; and
  • Attention - Be attentive to and study reports from management on the Cooperative and be attentive to and study additional sources of information concerning the industry and business, generally, so that the best decisions can be made. 

Directors attend monthly meetings, at a minimum, to review financial and management reports and to consider matters brought to them by management and/or other directors. 

Directors receive monthly reports and financial statements about the Cooperative and IRTC before board meetings. There are additional articles, memos and trade publications they’re expected to read.

Five members of the Co-op’s board serve on the technology committee.

The Co-op board and the technology committee meet monthly, and there are additional committee meetings throughout the year, as well as meetings sponsored by electric Co-op trade associations and banks.

Serving as a member of the Cooperative's board of directors is a time consuming responsibility. Excluding travel time to meetings, directors spend at least two full days a month on Cooperative business - attending meetings and training and reading to be prepared.

All of the members of the board are expected to pursue ongoing training in Springfield and at other locations. Directors attend state, regional and national trade association meetings for additional training and to keep abreast of the best practices in the industry. 

Directors receive $200 per day and outof- pocket expenses for attending meetings, whether a full day or part of a day. Additionally, since it’s in the Cooperative’s interests that directors have good internet service to receive material by e-mail, directors get wireless or satellite based internet service.

There are two ways members can vote in the election. First, you can vote by being present at the meeting, or, second, by sending your proxy with a member who is attending. Members can vote up to three proxies at the Annual Meeting.