Director Nomination Procedures

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

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 by the vote of the members 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. The director shall provide notice of such district meeting to all members within such district at least sixty (60) days before the designated date for the district 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 thirty-five (35) days 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. All voting at such meeting shall be by secret ballot. A Member may vote in person at the district meeting or may cast a ballot provided by the Cooperative prior the meeting in the manner and within the timeframe established by the Board and described on the early ballot. A Member submitting a completed early ballot may not revoke the early ballot and will not be entitled to vote at the district meeting. The Cooperative shall count as a Member’s vote a properly completed early ballot received on or before the date and time stated in early ballot. A Member’s failure to receive an early ballot does not affect or invalidate a vote taken by other members in the district. An early ballot may not be procured or cast through fraud or other improper means. As determined by the third-party administrator for early voting, an early
ballot procured or cast through fraud or other improper means is invalid.

If two members are candidates, the 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 full-time 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 terms expire at the next annual meeting on June 21, 2024 are:

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.