Board of Directors Appointee

Any person, to become and remain a Director, shall:

• Comply with applicable requirements of the law, MVEC’s Articles of Incorporation and Bylaws, MVEC’s duly-adopted policies, and duly-made decisions
• Assume fiduciary duty to act in good faith and in the best interest of MVEC and its members
• Be loyal to MVEC and not have conflicting commercial or personal interests, or use or cause to be used their position as Director for political gain or ambition
• Have the knowledge and skills necessary, and be willing to devote the time and effort necessary, to oversee the affairs of MVEC
• Be able to represent the entire membership on an impartial basis
• Be willing and able to attend regularly scheduled and special meetings of the Board of Directors, national, state, and other meetings with organizations of associated interests, and training seminars which aid in keeping well informed on matters affecting MVEC
• Are not a close relative of an MVEC Director or an MVEC employee
• Be a member in good standing of MVEC
• Be at least 18 years of age

In order to maximize the Board’s effectiveness, the MVEC Board has the following expectations of its short-term Director:

• Will review the Board materials before the Board meeting and be prepared to discuss the topics on the agenda.
• Will be able to attend all meetings from July 30, 2025 to April 7, 2026.  

No person shall be eligible to become or remain a director of the Cooperative who:

• is not a bona fide member and resident of the district from which he or she is elected or for which he or she is a candidate; (“bona fide resident” shall be defined as residing at and continuously and materially purchasing electric service at a location within any director district from which the director is elected or for which he or she is a candidate for at least nine (9) months each calendar year);
• is in any way employed by or substantially financially interested in an enterprise substantially competing with the Cooperative or any Cooperative-affiliated business;
• within five (5) years preceding a director candidate’s nomination was or during service on the Board of Directors is adjudged to be guilty of a felony;
• within three (3) years preceding a director candidate’s nomination was a full-time or part-time employee of the Cooperative;
• is a close relative of an existing director;
• is a close relative of an existing employee of the Cooperative;
• is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director; does not have the capacity to enter legally binding contracts; unless excused for good cause by the board, is absent from three or more regular meetings of the Board of Directors during any calendar year. If a director participates in more than one regular meeting during any consecutive twelve-month period by electronic communication, that director shall be considered absent from that meeting for the purposes of this paragraph. In the event of inclement weather, a pandemic, or a catastrophic event, directors may participate via electronic communication in board meetings during that period.

A “close relative” as used in these Bylaws is a person who:

• is by blood, law, or marriage (including half, step, foster, and adoptive relations) a child, grandchild, parent, grandparent, or sibling; or
• is a spouse or resides in the same residence

Any individual properly qualified and elected or appointed as a director does not become a close relative while serving as a director because of any marriage or legal action to which the individual was not a party.

If the Board of Directors determines that any director nominee or any existing director lacks eligibility under this Section, it shall be the duty of the Board to disqualify any such nominee or to remove any such director from the Board of Directors, as the case may be.

A member that is an authorized farm corporation or family farm corporation may select an individual member residing on or actively operating the farm to be eligible for election to the board.

A natural person appointed or elected by a member who is not a natural person, family farm corporation, or an authorized farm corporation is not eligible for election as a director to the board.

Upon the establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board to remove such Director from office. Such removal shall be accomplished only upon a vote of not less than two-thirds of the Board eligible to vote.