ARTICLE III DIRECTORS

Section 1. Number. The board shall consist of nine (9) directors. Each district shall elect one (1) director to the board of the Cooperative.

Section 2. Qualifications. Each director must be a member and a bona fide resident of the district which he/she is to represent, shall be at least twenty-one (21) years of age, and may not be in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or of a business primarily engaged in selling electrical appliances, fixtures or supplies to the members of the Cooperative.

Section 3. Nominations. All nominations for directors shall be made upon the floor at the district meeting and as many nominations may be made as the members desire. After the nominations have been closed, a list of all nominations shall be posted on the blackboard, sign board, or in some other conspicuous manner and at least thirty (30) minutes shall elapse after the time said nominations are closed before said election shall be held. Said election shall then be held by ballot upon ballots provided by the Cooperative.

Section 4. Elections. Directors shall be elected by the affirmative vote of plurarity of the members voting at said meeting. Drawing by lot shall resolve, where necessary, any tie votes.

Section 5. Tenure.

(a) The directors elected at the annual district meeting to succeed those directors whose term of office have expired shall serve a term of three (3) years or until their successors have been elected and shall have qualified.
(b) The fact that the board shall reconstitute the territorial districts under Article 1, Section 4 of these Bylaws such that existing director shall no longer reside within that territorial district shall not effect the remaining term of that director nor cause a vacancy to occur.

Section 7. Removal. Any member may for cause bring charges against a director by filing them in writing with the Secretary of the Cooperative, together with a petition signed by twenty-five percentum (25%) of the members of that district, requesting the removal of the director in question. The petition shall state succinctly the reasons being alleged for the director’s recall and be approved by the board as to form and clarity prior to circulation. The Secretary of the Cooperative shall cause the signatures upon the petition to be verified as to authenticity of signatures of membership. The removal shall be voted at the next regular or special district meeting of the district in which the director in questions resides. The director against whom charges have been brought shall be informed in writing of the charges not less than thirty (30) days prior to the meeting and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence after the person or persons bringing the charges against that director shall have had the same opportunity.

Section 8. Vacancies. Vacancies occurring in the board may be filed by a majority vote of the remaining directors. The directors thus elected shall serve for the remaining term of the director whom they are elected to replace or until their successors have been elected and shall have qualified. The board may call a special meeting of the members of the district for the election of a director to fill a vacancy.

Section 9. Compensation. Directors as such shall not receive any salary for their services, but by resolution of the board a fixed sum and expenses of attendance, if any, may be allowed for the attendance at Cooperative business. Except in emergencies, no director nor close relative of a director shall receive compensation for serving the Cooperative in any other capacity.

Section 10. Close Relative Defined. As used in these Bylaws, "close relative" means a person who, by blood or in law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, and uncle, aunt, nephew, or niece of the principal.