BREC 2024 Trustee Election & Code of Regulation Vote

PROPOSED CHANGE TO

ARTICLE III MEETING OF THE MEMBERS

SECTION 1. ANNUAL MEETING

CURRENT LANGUAGE:

ARTICLE III Meeting of the Members:

Section 1. Annual Meeting. The annual  meeting of the members shall be held during the months of August, September or October in each year beginning with the year 1995 at such place within the service area of the Cooperative as selected by the Board and which shall be designated in the notice for the meeting for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate preparations for the annual meeting.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. In the event that such annual meeting is not held, for any reason, a special meeting may be held in lieu thereof, as soon thereafter as convenient, and any business transactions or elections held at such meeting shall be valid as if transacted or held at the annual meeting.

PROPOSED LANGUAGE – Changes bold and italicized.

ARTICLE III

MEETING OF MEMBERS

SECTION 1. Annual Meeting. The annual meeting of the members shall be held on a date, time, and location as designated by the Board of Trustees. The Board of Trustees may designate any date between March 1 and November 30 each year to hold the annual meeting. The annual meeting shall be held at such place within the service area of the Cooperative as selected by the Board of Trustees. Upon determination of the date, time, and location for the annual meeting, notice will be provided for such annual meeting as set forth in the Code of Regulations.   The annual meeting shall be held for the purpose of electing board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. Failure to hold an annual meeting at the designated time shall not work as a forfeiture or dissolution of the Cooperative. In the event that such annual meeting is not held, for any reason, a special meeting may be held in lieu thereof, as soon thereafter as convenient, and any business transactions or elections held at such meeting shall be valid as if transacted or held at the annual meeting.

REASON FOR REQUESTED CHANGE: The Board of Trustees has unanimously recommended that this proposed change regarding the timing of the annual meeting be submitted to the members for consideration. Under this change, the Board of Trustees would have the flexibility to hold the annual meeting earlier in the year, which is closer in proximity to the close of the Cooperative’s Fiscal Year (December 31). This change will further permit the Board flexibility if the Fiscal Year changes, although the same is not anticipated at this time. This change will not dispose of the Buckeye Rural Electric Cooperative’s requirement to hold an annual meeting, nor will it affect the way business is conducted at the annual meeting.

PROPOSED CHANGE TO

REPLACE THE TERM “GENERAL MANAGER” WITH THE TERM “CHIEF EXECUTIVE OFFICER” THROUGHOUT THE CODE OF REGULATIONS (ARTICLE VI)

This change will specifically be effectuated in the following sections that will need to be revised:

ARTICLE VI OFFICERS

Section 1. Number

CURRENT LANGUAGE:

The officers of the cooperative shall be President, Vice President, Secretary, Treasurer, General Manager and such other officers as may be determined by the Board from time to time.

PROPOSED LANGUAGE – Changes bold and italicized:

The officers of the cooperative shall be President, Vice President, Secretary, Treasurer, Chief Executive Officer (“CEO”) and such other officers as may be determined by the Board from time to time.

ARTICLE VI OFFICERS

Section 2. Election and Term of Office

CURRENT LANGUAGE:

Each officer, except the General Manager and any of the officers appointed pursuant to Section 3 Article VI, shall be elected by ballot annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his/her successor shall have been eleted and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of officers. The General Manager shall be chosen and employed and his/her compensation shall be set by the Board. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

PROPOSED LANGUAGE – Changes bold and italicized: 

Each officer, except the Chief Executive Officer (“CEO”) and any of the officers appointed pursuant to Section 3 Article VI, shall be elected by ballot annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his/her successor shall have been eleted and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of officers. The Chief Executive Officer (“CEO”) shall be chosen and employed and his/her compensation shall be set by the Board. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

ARTICLE VI OFFICERS

Section 4. Election and Term of Office

CURRENT LANGUAGE:

Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person o rby counsel and to present evidence in respect of the charges. The person or persons bringing the charges against him/her shall have the same opportunity. In the event the Board does not remove such officer, the questions of his/her removal shall be considered and voted upon at the next meeting of the members. Notwithstanding any other provisions of this Code of Regulations, the Board may at its discretion authorize a written employment agreement between the Cooperative and the General Manager containing terms and conditions relating to the removal of the General Manager which are inconsistent with this Code of Regulations.

PROPOSED LANGUAGE – changes bold and italicized:

Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person o rby counsel and to present evidence in respect of the charges. The person or persons bringing the charges against him/her shall have the same opportunity. In the event the Board does not remove such officer, the questions of his/her removal shall be considered and voted upon at the next meeting of the members. Notwithstanding any other provisions of this Code of Regulations, the Board may at its discretion authorize a written employment agreement between the Cooperative and the Chief Executive Officer (“CEO”) containing terms and conditions relating to the removal of the Chief Executive Officer (“CEO”) which are inconsistent with this Code of Regulations.

ARTICLE VI OFFICERS

Section 6. Vacancies

CURRENT LANGUAGE:

A vacancy in any office except that of General Manager may be filled by the Board for the unexpired portion of the term. In the event of a vacancy in the office of General Manager the Board shall choose and employ a General Manager upon terms and conditions which the Board Considers to be in the best interests of the Cooperative.

PROPOSED LANGUAGE – changes bold and italicized:

A vacancy in any office except that of Chief Executive Officer may be filled by the Board for the unexpired portion of the term. In the event of a vacancy in the office of Chief Executive Officer the Board shall choose and employ a Chief Executive Officer upon terms and conditions which the Board considers to be in the best interests of the Cooperative.

ARTICLE VI OFFICERS

SECTION 13. General Manager

CURRENT LANGUAGE:

ARTICLE VI OFFICERS

SECTION 13. General Manager

The General Manager Shall:

• Be the chief administration officer responsible for the general direction, coordination, and control of all operations in accordance with the policies adopted by the Board, subject to the direction and instruction of the Board;
• have supervision over and be responsible for the operations of the Cooperative and in performing this duty carry out and administer the policies adopted by the Board;
• prepare for the Board of Trustees such reports and budges necessary to inform the Board concerning the operation of the Cooperative; and
• in general, perform all duties incident to the office of General Manager as chief administrative officer and perform such other duties as may from time to time be assigned to him/her by the Board.

PROPOSED LANGUAGE - changes bold and italicized:

ARTICLE VI OFFICERS

SECTION 13. Chief Executive Officer (“CEO”)

The Chief Executive Officer shall:

• Be the chief administration officer responsible for the general direction, coordination, and control of all operations in accordance with the policies adopted by the Board, subject to the direction and instruction of the Board;
• have supervision over and be responsible for the operations of the Cooperative and in performing this duty carry out and administer the policies adopted by the Board;
• prepare for the Board of Trustees such reports and budges necessary to inform the Board concerning the operation of the Cooperative; and
• in general, perform all duties incident to the office of Chief Executive Officer as chief administrative officer and perform such other duties as may from time to time be assigned to him/her by the Board.

REASON FOR REQUESTED CHANGE: The Board of Trustees has unanimously recommended that this proposed change replacing the term “General Manager” throughout the Code of Regulations with the term Chief Executive Officer or “CEO” be put forth to the Membership of the Cooperative for a vote. This change is consistent with changes that other electric cooperatives in the state are making, and the Board of Trustees feels that the position title “Chief Executive Officer” better communicates the power and responsibilities incumbent upon the person performing the duties of the current General Manager position. If the change is approved, the actual roles and responsibilities of the General Manager will not change, but the title will be reflected Chief Executive Officer throughout the Code of Regulations.

Voting by Mail

• Mark your selections by completely filling in the box next to your choice. You may vote for one
candidate in each district.
• Detach ballot and place in the enclosed return envelope. Mail to Survey & Ballot Systems, 7653
Anagram Drive, Eden Prairie, MN 55344.
• Do NOT include bill payment in the return envelope.
• Envelopes must be postmarked by July 31, 2024.
• Please allow sufficient time for delivery.

Voting Online

• To access the login page of the official 2024 BREC Election, please type directvote.net/BREC into the address bar located at the top of your internet browser screen.
• Above and to the left is your Member Number and your Election Passcode. Use both of these numbers to log in.
• Once registered, follow the online voting instructions.
• Online voting begins at 7:00 am ET, July 1, 2024 and ends at 11:59 pm ET, July 31, 2024.