SECTION 3.07. NOMINATION AND ELECTION OF DIRECTORS
Not less than 30 days nor more than 90 days before any meeting at which Directors are to be elected, the Board of Directors shall call a separate meeting of the Members of each District from which Directors are to be elected at a suitable place, in such District, or by means of remote communication as shall be designated by the Board of Directors for the purpose of selecting one or more persons as candidates for Director to represent the Members located within such District. The notice of such meeting shall be delivered to each Member located in such District as provided in Section 3.03 of this Article and shall indicate the District to which such Member belongs. The notice shall state that nominations for a Director are to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the Notice of the Meeting, and recommendations with respect thereto may be submitted to the Board of Directors or the entire Membership. Director Candidates must be natural person Members residing in the District and must possess the qualifications for Directors specified in Article IV, Section 4.02 of these Bylaws.
Should only one candidate be nominated, then that Director Candidate shall be deemed the newly elected Director without the need for dispensing and counting mail-in/electronic ballots, if applicable.
In the event of an in-person District Meeting, the meeting shall be called to order by the Director representing the District or by another designated representative of the Board of Directors, or in his absence, by any Member residing within the District. The Members shall then proceed to elect a chairman, who shall be someone other than a Director, and who shall appoint a secretary to act for the duration of the meeting. Fifteen members residing in the District present at such duly called District Meeting shall constitute a quorum. In the event a quorum is not present at a District Meeting, then the incumbent Director shall automatically be the sole nominee for Director from the District. The secretary of the District Meeting, even if there was no quorum present, shall nevertheless forward the minutes of the District Meeting, including the name of the nominee for Director from that District, to the Secretary of the Cooperative as directed in this section. Members of other Districts present at the meeting may be heard but shall have no vote. Nomination for candidates for Director shall be made from the floor at the meeting, and any Member residing in the District shall have the right to nominate one candidate. The meeting will remain open for nominations until no further nominations are forthcoming, but in no case less than one minute. Candidates must be Members residing in the District and must possess the qualifications for Director specified in Article IV, Section 4.02 of these Bylaws.
Voting shall be by ballot, whether in person or voting either by mail or means of electronic communication. unless only one candidate is nominated, in which event voting may be by a show of hands. If only one candidate is nominated and receives the vote of two-thirds (2/3) of the Members present and voting, then such candidate shall be the sole nominee from such District. If one such candidate fails to receive two-thirds (2/3) or more of the votes cast, then the meeting shall be thrown open for further nominations. If more than one candidate is nominated, then the two candidates receiving the highest number of votes shall be declared to be the official nominees from such District unless one of such candidates shall then receive two-thirds (2/3) or more of the votes cast, in which event the candidate receiving such two-thirds (2/3) or more of the votes cast shall be declared to be the sole nominee from such District.
There shall be no more than two (2) nominees from each District to be voted on at the Annual Meeting. In the event more than one (1) candidate is nominated at the District Meeting and no one (1) candidate receives the vote of two-thirds (2/3) of the Members present and there is a tie vote among or between the nominees, the tie shall be decided by taking a vote on those nominees by all Members present, then the two nominees for the district shall be:
the nominee receiving the greatest number of votes in the first vote; and
the nominee receiving the greatest number of votes from the vote to break the tie.
In the event of a tie vote on the nominees for Director from a District, then the nominees receiving an equal number of votes shall be given the opportunity to address the Membership (for no more than two (2) minutes each) in support of his or her candidacy, whereupon another vote shall be taken on such nominees. In the event there is another tie vote between such nominees, the Director shall be selected by the flip of a coin.
Further, in the event there is a tie vote among the top three (3) or more candidates, the two (2) nominees from the District shall be selected by the flip of a coin.
The minutes of such District Meeting shall be set forth, among other matters, the name of each person nominated at the meeting and the number of votes received by each, and shall specify the official candidate or candidates of the District. A copy of the minutes, signed and certified to by the chairman and secretary of the District Meeting, shall be delivered to the Secretary of the Cooperative within ten (10) days after such District Meeting. No informality or defect in such minutes or in the proceedings had shall void the nominations so made or affect the validity of the election of Directors at the meeting of the Members of the Cooperative.
Not less than (10) days nor more than thirty (30) days before an Annual or Special Meeting of the Members at which Directors are to be elected, the Secretary of the Cooperative shall mail to each Member a list of the candidates selected at the District Meetings, the names to be arranged by Districts and in the order of preference indicated by the respective District vote. This list may be included with the Notice of the Meeting. At the meeting, the secretary of the meeting shall place in nomination the names of the official candidates of each District from which the directors are to be elected. Additional nominations for Directors for a particular District may not be made from the floor. Election of Directors for any District for which more than one person has been nominated, shall be by written ballot. Where only one person has been nominated for Director from any District, a voice vote shall be taken and the result forthwith declared by the chairman. Where more than one person has been nominated for Director for any District at the preceding District Meeting, the ballots shall list the candidates selected at the District Meetings, the names to be arranged by Districts and in the order of preference indicated by the respective District vote. Each Member of the Cooperative present at the meeting, either in person or by electronic communication, shall be entitled to vote for one candidate from each District from which Directors are to be elected. The candidate from each District from which a Director is to be elected receiving the highest number of votes at this meeting shall be declared elected as Director. In the event of a tie vote on the nominees for Director from a District, then the nominees receiving an equal number of votes shall be given the opportunity to address the Membership (for no more than two (2) minutes each) in support of his or her candidacy, whereupon another vote shall be taken on such nominees. In the event there is another tie vote between such nominees, the Director shall be selected by the flip of a coin.
At each Annual Meeting of the Members of the Cooperative at which Directors are to be elected, or at which any other matter is voted on by written or printed ballot, an Election Committee, whose duty it shall be to collect and count the ballots and report the results to the Meeting, shall be appointed.
Such Election Committee at the Annual Meetings of the Members shall consist of fourteen (14) Members, two (2) being selected by each Director. Immediately upon the selection of the Election Committee, they shall elect a chairman and a co-chairman from among their number. The chairman and co-chairman shall then proceed to supervise the collection of the ballots from the Members and transport them to the place selected for counting same. After collection of the ballots the Committee shall proceed to a suitable location for counting the ballots. The chairman and co-chairman shall then divide the twelve (12) other members of the committee into four (4) groups of three (3) Members each. All four (4) of these groups shall remain in the same room and each group shall designate two (2) Members to judge the ballots and the third member will run the tally sheet. Employees of the Cooperative, appointed by the General Manager in accordance with their qualifications, may be used to assist the groups with the tally sheets by running a second tally sheet and performing other duties as the chairman and co-chairman may require. The chairman and co-chairman of the Election Committee shall supervise the counting of the ballots by each group, and, in case of a tie in decision by either of the judges of each group, the chairman and co-chairman shall rule on the decision. Upon completion of the ballot counting, the Election Committee shall return to the Membership Meeting. The Election Committee Chairman shall present a certified copy of the report of the Election Committee to the Secretary of the Cooperative. He shall then read said report to the Members present at the meeting. A copy of this procedure shall be furnished to each member of the Election Committee upon his/her appointment at the Membership Meeting.