Director Eligibility Requirements
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 that 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
To complete your Filing of Candidacy, please read our Candidate Guide and fill out the online application below before midnight Tuesday, Jan. 30, 2024.Candidate Guide (PDF)
Purpose: The purpose of this policy is to establish and define the rules and the process governing the election of directors.
A. Director Election Rules. Candidates for the board of directors and an incumbent director, whether a candidate or not, shall be governed by the following:
- Campaigning at MVEC’s facilities is prohibited;
- Campaigning at Minnesota Valley Electric Cooperative Annual Meeting shall be in designated areas;
- MVEC’s logo or letterhead shall not be used in any form on any campaign materials;
- Shall not make a statement that a candidate is supported by another person or organization without having first obtained written permission from that person or organization;
- Shall not make a false statement about another candidate or a candidate’s position on an issue involving MVEC;
- Shall not use the term “re-elect” in connection with the election for directors, unless the candidate is an incumbent director;
- Shall not threaten, coerce, restrain, or exercise undue influence over the casting of a ballot by a member;
- Shall not threaten, coerce, restrain, or exercise undue influence over an employee of MVEC to obtain the assistance of the employee in the candidate’s election campaign;
- Shall not accept a financial contribution or other financial assistance from a person, corporation, or entity that competes directly with the business of MVEC;
- Shall not disseminate, publish, or circulate any campaign materials, printed or electronic, without a including a statement of the name and address of the candidate or the candidate’s committee responsible for the preparation, dissemination, publication; or circulation of such materials. The statement shall read: “Prepared and paid for by (name and address of candidate or candidate’s committee); If the material is produced and disseminated without cost, the words “and paid for” may be omitted from the disclaimer. The disclaimer requirement is satisfied for an entire website or social media page when the disclaimer appears once on the home page of the site;
- Shall not disseminate, publish, or circulate any materials or information, whether printed or electronic, that is not factually accurate;
- Shall not offer any item of monetary value to a member to induce the member to vote for a particular candidate, or on an issue in a particular way.
- Shall not conspire, solicit, or arrange for any member or group of members to engage in any of the foregoing activities:
- Campaign Finance Disclosure:
A. Campaign Contributions Discouraged. To promote the fairness and transparency of the election process and the best interests of the Cooperative, a candidate is encouraged to campaign for a seat on the Cooperative Board without accepting financial contributions, in-kind contributions, gifts, donations, loans to support the campaign, promises, or pledges to transfer money, goods, or services, paid personal services, or any other type of financial contribution from any individual, legal entity, Cooperative member or group of members, group of other persons, business, political party, interest group, association, union, or any other entity.
B. Contributions Accepted. If a candidate chooses to accept campaign contributions, then the contributions should be modest in nature and freely disclosed as required by this policy.
(1). “Campaign Contribution” means a financial contribution; an in-kind contribution; a gift; a donation; a loan to support the campaign; a promise or pledge to transfer money, goods, or services; paid personal services; or any other type of contribution from an individual, entity, group, business, partnership, political party, interest group, or union.
(2). A candidate who chooses not to accept Campaign Contributions may voluntarily disclose that decision to the membership by filing a statement in the manner directed by the Cooperative.
C. Disclosure of Accepted Contributions. A candidate who chooses to accept Campaign Contributions is required to file with the Cooperative for posting by the Cooperative on its website a monthly Contributions Report (form attached) containing:
(1). The name and address of the source of each campaign contribution;
(2). The amount of each contribution or the nature and value of an in-kind contribution;
(3). The date the candidate accepted each contribution; and
(4). The contributor’s occupation and employer (from individual contributors).
D. Personal Funds. A candidate who spends his or her own personal funds on the candidate’s own campaign is not required to file a Contributions Report.
E. Timing of Filing of Contributions Reports: A candidate is required to file his or her Contributions Reports on the following schedule:
(1) A candidate required to file a Contributions Report shall file on the last day of each month before the Board election.
(2) In addition, a candidate shall file a Contributions Report for any contribution or expenditure in the amount of $100 or more not later than 48 hours before the election date.
(3) A candidate shall file a final Contributions Report on the 30th day after the date of the election that includes any Campaign Contributions not previously disclosed.
F. Campaign Debt Retirement. If a candidate is elected or appointed after the election, to a director position, and the candidate chooses to accept contributions intended to help retire the candidate’s campaign debt, the candidate is required to file with the Cooperative for posting by the Cooperative on its website a Contributions Report within 30 days after accepting each contribution.
B. Arbitrator The board of directors shall select a qualified neutral arbitrator to decide violations of director election rules and prescribe appropriate penalties as authorized under this policy. MVEC legal counsel shall meet and inform the arbitrator of his/her responsibilities under this policy. MVEC shall pay any fees and expenses to the arbitrator for services rendered. MVEC will indemnify the arbitrator against all claims that may be brought against him/her, which arise from the performance of the arbitrator’s duties under this policy.
C. Rule Enforcement Process. Any member who believes that a candidate or director has violated any director election rule (“Complainant”) may file a written complaint (“Complaint”) with MVEC at the corporate office, together with any documents in support of the Complaint. The form of Complaint attached to this policy as Exhibit A shall be used and shall be made available by MVEC upon request. MVEC will send a copy of the Complaint to the candidate or director against whom the Complaint is made (“Respondent”).
Once chosen, MVEC shall send the Complaint to the arbitrator with a directive to handle the Complaint as expeditiously as possible in accordance with this policy. The arbitrator will promptly review the Complaint and determine that the Complaint meets the requirements of this policy. If the arbitrator determines that it does, then the arbitrator will set a hearing on the Complaint as soon as possible. All parties shall be given at least three (3) days written (written would include e-mail, text, or other electronic means) notice of the hearing on the Complaint.
The Complainant and Respondent shall be entitled to appear at the hearing with legal counsel and present evidence for and against the charges made in the Complaint. The Complainant shall bear the burden of proof. Promptly after the hearing, the arbitrator shall determine whether there is clear and convincing evidence that a violation of an election rule was committed. If the arbitrator determines that a violation of an election rule was committed, it shall prescribe the penalty to be imposed for the violation, considering the nature and severity of the violation. The penalty must be appropriate to the violation committed.
D. Penalties Penalties may include:
a. an order to cease and desist from violating the rule,
b. a reprimand,
c. a censure,
d. a disqualification of the Respondent’s candidacy,
e. a recommendation that the director resign or be removed from office, or
f. such other penalty as the arbitrator determines is appropriate.
The arbitrator shall submit his/her determination and the factual basis for the determination on the Complaint and the penalty to be imposed, if any, in writing (in writing would include e-mail or other electronic means but not text) promptly to the board of directors. The board of directors shall promptly execute the decision of the arbitrator.
The arbitrator may consult with MVEC’s corporate legal counsel in the discharge of his/her duties. The arbitrator may also utilize an assigned MVEC staff member to coordinate notices and arrangements for a hearing, the hearing location, a hearing tape/transcript, and such other services as the arbitrator deems necessary to carry out his/her duties under this policy.
E. No Claim Against MVEC. MVEC will not be responsible, and no member shall make any claim against MVEC, for the payment of attorneys’ fees and costs, arising from the conduct of the election for directors under the provision of this policy.
F. Acknowledgment of Rules. All candidates for the board of directors shall sign the following Acknowledgment of the receipt of these rules.
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