This month we’re taking a short break from the subject of power supply and exploring the topic of governance. Have you ever wondered who oversees your cooperative? Who ensures that your interests (and invested money) are protected? Who manages the manager? These responsibilities fall to your board of directors.
The board of directors is comprised of seven members of the cooperative who are elected by the membership (see photo of current directors below). Director positions are nonpartisan. The board of directors has several responsibilities as specified in the cooperative’s bylaws and state statutes. For example, the board hires the general manager and annually evaluates his or her performance. They also delegate authority to the general manager to manage the cooperative’s affairs. The board of directors makes policy, approves the budget, sets power rates, periodically participates in strategic planning to set the future direction of the cooperative, and conducts oversight of the cooperative’s operations. To directly serve and protect your interests, directors have legal responsibilities to do no harm to the cooperative, to protect its assets, to avoid conflicts of interest, and to act in the best interests of the cooperative.
The board of directors meets at least monthly to carry out these responsibilities. Meetings are conducted using Robert’s Rules of Order and include discussions with the general manager and management team, the cooperative attorney, and an executive session to handle any sensitive topics requiring confidentiality. Meetings can be lively as directors and the management team discuss and debate important issues. The meetings (except for executive sessions) are open to all cooperative members.
Who can serve on the board of directors? The cooperative is divided into five geographic districts, with one director serving from each district. In addition, there are two at-large directors who can reside in any part of our service territory. See the district map on the next page. Directors are elected for 3-year terms and can, if re-elected, serve a total of seven terms. Each year, two or three director positions are up for election. To run for election, candidates either complete an application and pass an interview with the Nominating Committee (composed of KEC members) or submit a completed petition having the required number of supporting signatures from cooperative members. This year the deadline for applications and petition nominations is December 2.
All applicants to the board of directors, even incumbents seeking reelection, are subject to a background check and a drug test. This information is reviewed by the Nominating Committee as part of the applicant screening process. Applicants who pass the screening process provide biographical information and a recorded video for the membership to review.
Director elections occur in advance of the KEC annual meeting. To ensure a fair and independent election, it is overseen by a committee of KEC members (the Credentials and Elections Committee) and administered by a private contractor with experience conducting cooperative elections. The membership can vote either online or by mail. To help maintain the timeliness and integrity of the voting process, no voting occurs at the annual meeting. The independent contractor receives and counts all ballots, and the results are reported during the annual meeting.
All members may vote in the election, regardless of the district they live in. For example, if there are two candidates seeking a director position in district five, all members, including those living in other KEC districts, can vote for the district five candidate they prefer.
Your current board of directors is a diverse group of professionals, including three engineers, a banker, two business managers, and an investigator/analyst. The directors spend on average about 60 days a year working on cooperative business, although the time commitments can vary widely throughout the year. Directors receive a monthly stipend for their work and approved travel expenses are reimbursed.
If you are interested in making a difference in your community and getting involved with a terrific group of people, consider applying for a director position at KEC. Competencies important to the position include good analytical skills, the ability to collaborate well with others, strong communication skills, and a commitment to continuous learning about the electric utility industry. The work can be challenging but the position is very rewarding.
If you have any questions about the board of directors, you may contact me by email at bswick@kec.com.
