DIRECTOR NOMINATION PROCEDURE

How a member can be nominated to serve on CW REMC’s board

The following are the guidelines from the bylaws detailing Carroll White REMC’s director nomination procedures. The bylaws state:

It shall be the duty of each director to call a meeting of the members of their district during the year in which a director is to be elected for their district at least 75 days prior to the annual meeting, and during such meeting and by the vote of the members present from such district, one person from such district shall be nominated for director for such district and shall be certified by the Member Teller of such meeting to the Board of the Cooperative within five days after such meeting. Persons seeking nomination at a district meeting shall declare their intent to seek nomination by providing a petition with the signatures of at least fifteen (15) members at least three (3) weeks before the designated date for the district meeting. Such petitions shall be presented to the Cooperative headquarters. No nominations from the floor will be received at the district meetings. Each candidate seeking nomination shall be permitted to speak at a district meeting for the candidate’s district. The Board of Directors shall determine the maximum time to be allowed for each candidate’s comments. All nominations and voting at such meeting shall be by secret ballot, and each member present shall cast only one ballot. If two members are candidates, then member with a majority of the votes shall be certified by the Board. If more than two members are candidates for nomination, the member receiving a plurality of the votes shall be certified by the Board. In addition to the district meeting nomination process, any twenty-five (25) or more members may make other nominations in writing over their signatures not more than three (3) weeks after the district meeting and the Secretary shall post the same at the same place where the list of nominations is posted. Nominees and members making such nominations must be from the district in which a director is to be elected. Nominations from the floor at the annual meeting of the members will not be accepted. The Secretary shall be responsible for mailing to each member of the Cooperative at least ten days prior to annual meeting, a statement of the number of Directors to be elected and showing separately the nominations made by the several districts.

ELIGIBILITY
No Person shall be eligible to become or remain a Director of the Cooperative who:

a. Is not a member and bona fide resident in the district from which he/she is nominated; or

b. Is or their spouse is, in the opinion of the board, employed by or holds a voting interest in an enterprise the board reasonably believes to be competing with the Cooperative in providing services to the Cooperative or members of the Cooperative. Notwithstanding the foregoing, the board may find that such interest is nominal and is of minimal impact on the Cooperative. In such case, the board may waive the conflict of interest. Further, a Director’s election to the Board of Directors of the Indiana Electric Cooperatives or to Wabash Valley Power Association,Inc. does not make such Director ineligible and does not constitute any conflict of interest.

c. Fails to attend two (2) consecutive meetings of the Board of Directors, including regular and special meetings, or fails to attend three (3) regular or special Board meetings during the twelve (12) month period commencing the first meeting following the Cooperative’s Annual Meeting of the Members, unless such absences are attributable to illness, injury, or other
just cause as determined by the board of directors.

d. Has been an employee of the cooperative or a subsidiary of the Cooperative within the last three (3) years.

EXPIRING TERMS
Those directors whose term expires and are up for election at the next annual meeting on June 23, 2021, are:

• District 1: Vacant with recent passing of Milt Rodgers

• District 6: Gary Gerlach

Gary Gerlach
Gary Gerlach

The following are the boundary lines for those districts.

• District 1: The townships of Clay, Madison, Monroe, Democrat, Burlington and Carrollton in Carroll County, Indiana, as well as the townships of Ross and Owen in Clinton County, Indiana. Also, the townships of Deer Creek and Jackson in Cass County, Indiana, and the townships of Ervin and Clay in Howard County, Indiana.

• District 6: The townships of Lincoln, Jackson and Cass in White County, Indiana, and the Jefferson, Boone, Clinton, and Washington townships of Cass County, Indiana. Also, the townships of Liberty and Washington of Carroll County, Indiana, and the Indian Creek and Van Buren townships in Pulaski County, Indiana.