In addition to director races for a seat on the board, the 2021 ballot includes RESTATED bylaws of Minnesota Valley Electric Cooperative. The Restated Bylaws were initiated by your Board of Directors. The items addressed in the Restated Bylaws are described in the Summary Statement below.
Full MVEC Bylaw document with proposed changes marked in blue
SUMMARY STATEMENT OF REVISIONS IN THE RESTATED BYLAWS OF MINNESOTA VALLEY ELECTRIC COOPERATIVE
General Comment: The specific changes in the proposed Restated Bylaws are as follows:
Restated Bylaws
- Certificates of Membership. All references to Certificates of Membership are removed (mentioned throughout the bylaws).
- Removal of Board Appointed Officers that are Employees. The CEO and any other officers appointed by the Board from the coop’s staff cannot be removed by the membership (as director officers can be). (Article 1, Section 6)
- Replacing a Director Removed by the Members. If members remove a director from the board, a special election will be held pursuant to the rules governing director elections, rather than the members electing a replacement director at the meeting where the director was removed. (Article 1, Section 7)
- Class Actions. Class Actions are prohibited. (Article 1 Section 9)
- Member Consent to Electronic Communication. Members consent to electronic communication from MVEC. (Article 1, Section 11)
- Suspension of Membership. When a landlord has his tenant paying the electric bill, the tenant becomes the member, and the landlord’s membership (if based solely on that property) can be suspended until such time as the tenant exits the property. This process allows the Cooperative to simply reinstate the landlord as a member when the tenant is no longer paying the power bill. (Article 1, Section 14.)
- Member Equipment connected to Cooperative equipment. This section provides protections to MVEC arising out of interconnection of distributed generation (e.g. wind or solar) with MVEC’s distribution system. (Article 1, Section 15)
- Virtual Annual Meetings. The Annual Meeting may be held by remote communication in the event of a pandemic or other catastrophic event, natural disaster, or other good cause. (Article 2, Section 1)
- Annual Meeting Quorum. Remote Attendance Counts. Regarding the Annual Meeting, the quorum may be met by persons attending by remote communication. (Article 2, Section 5)
- Electronic Voting by Members – Not a Board Option. The option for the board to allow electronic voting by the members for director positions or bylaw amendments is removed. (mentioned in a number of places in the bylaws)
- Virtual Director Attendance. If a director attends a board meeting by remote communication, because of a pandemic, inclement weather, or other catastrophic event, that attendance will not be counted as an absence under the “three misses and you’re out” board meeting attendance requirement. (Article 3, Section 2(i))
- Board Representation by a Member Corporation etc. A corporation, limited liability, or other legal entity that is a member may not select a company representative as a director candidate, but that person could be a candidate if the other director qualifications are met. (Article 3, Section 2)
- No Term Limits. Term limits are removed. (Article 3, Section 4)
- Filling a Director Vacancy. If a director position becomes vacant (e.g. illness, resignation, or death), then the Board need not fill the position but may allow the membership to fill the position by election at the next annual meeting. (Article 3, Section 5)
- Director Benefits. Directors may receive expense reimbursement and compensation for their service but not “benefits.” (Article 3, Section 6)
- Insurance Substitute for Bond. The Treasurer and other officers who are responsible for cooperative funds will be covered and MVEC will be protected by appropriate insurance (e.g. theft insurance) rather than a bond. (Article 5, Section 10)
