by Board President Steve Rau
Are you interested in serving on the ECI REC Board of Directors? Our Directors have the ability and knowledge to set policies and approve programs that form the basis for operating your Cooperative.
What are the responsibilities of a Director?
Directors are expected to perform three basic duties on behalf of their organization and its owners: care, loyalty, and obedience.
In the broadest terms, it is the responsibility of the Board of Directors to decide how to protect and use the resources of the Cooperative to provide the most benefits for the members. Through the Cooperative’s Articles of Incorporation, the membership has delegated certain authority to the Board. The Board uses this authority to accomplish certain basic jobs. For example, it communicates with the membership to determine what members most want and need from ECI REC. The Board then uses this information to establish a direction for ECI REC that will result in specific outcomes. Then the Board reports back to the membership on how well these outcomes are being achieved. Finally, the Board governs the Cooperative through a series of written policies that guide the activities of the Board and the CEO.
Per the NRECA, a Director must have time to attend monthly Board meetings, other special meetings, and educational seminars. These sessions are necessary to keep Directors informed of the business of the Cooperative and the electric utility industry. New Directors are strongly encouraged to obtain their Credentialed Cooperative Director Certificate within their first term of service. At ECI REC, regular Board meetings are held on the last Wednesday of the month. Meetings normally begin at 8:00 a.m. and adjourn by noon. However, Directors should be prepared to meet into the afternoon.
ECI REC Directors are expected to attend the Annual Meeting of the Members, which is held on the third Thursday of June. They are also expected to attend the reorganizational meeting held directly after the Annual Meeting. At this meeting, the Directors elect officers and designate voting delegates and alternates to affiliated organizations.
ECI REC Directors are also encouraged to attend meetings of affiliated organizations on a state, national, and regional level. The statewide organization sponsors a grassroots advocacy program, and Directors are encouraged to participate in these related events.
Finally, ECI REC Directors are encouraged to seek training so they can fulfill their responsibilities to the membership to the best of their ability. The national organization sponsors training courses that equip Directors so they can carry out their responsibilities and obtain credentials and leadership certificates.
What are the duties of a Director?
- A Director has the duty of being loyal to the Cooperative.
- A Director must always avoid any conflicts of interest.
- A Director must treat confidential information accordingly.
- A Director must not do anything that harms the Cooperative, including publicly criticizing the actions of the Board.
- A Director has the duty of obedience, meaning he or she needs to be aware of and obey the obligations and requirements in the law that govern the activities of the Cooperative.
- A Director has a duty of due care and diligence.
- According to the Model Business Corporation Act, a Director shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Who is eligible to be a Director?
Article VII, Section 3 of the Articles of Incorporation of the Cooperative list the below eligibility requirements for an individual to be nominated, elected, or appointed to the ECI REC Board of Directors. These same requirements must be met to remain a Director.
- To be a member of the Cooperative.
- To have one’s primary residence in the sub-district he or she is to represent.
- To receive electric service from the Cooperative at that primary residence.
- Must not be in any way employed by or have extensive financial interests in a competing enterprise, be employed by or have extensive financial interests in a business selling electric energy or electrical supplies to the Cooperative, or be employed by or have extensive financial interests in a business engaged in selling electrical or plumbing appliances, fixtures, or supplies to members of the Cooperative.
- Must not be a spouse, child, parent, sibling, grandparent, grandchild, aunt, uncle, niece, nephew, corresponding in-law or “step” relation, cohabitant, or any other family member who resides within the household of an employee of the Cooperative.