by Board President Steve Rau

Are you interested in serving on the ECI REC Board of Directors? It’s an incredibly important position in our community—our directors set policies and approve programs that form the basis for operating your Cooperative. This is a great responsibility and requires men and women who understand their communities’ needs and care deeply about members’ best interests.

It is important to have a pool of strong candidates, which is why we encourage members to run in our Board elections. Fresh ideas and new perspectives help us enact policies that keep our communities competitive. There are economic benefits to having a well-managed and forward-looking electric cooperative Board—if this sounds like a fit for you, please consider running in the upcoming Board election.

WHAT ARE THE RESPONSIBILITIES OF A DIRECTOR?
Directors are expected to demonstrate three basic qualities on behalf of ECI REC and our member-consumers: 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 membership. 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. 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.

June’s regular Board meeting coincides with the Annual Meeting of the Members. ECI REC directors are expected to attend both meetings. At the reorganizational meeting held directly after the Annual Meeting, the Board elects officers and designates 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 invited 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. New directors are strongly encouraged to obtain their Credentialed Cooperative Director Certificate within their first term of service.

The time commitment for serving on the Board of Directors is on average one-and-a-half days per month. There could be 10–20 additional days per year, depending on the director’s level of engagement and training opportunities. Directors serve a three-year term before seeking reelection. For their service, directors are compensated per monthly meeting plus mileage expenses.

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.

Directors matter! Let’s make a difference together. To learn more about the nominating process or the qualifications and responsibilities of the Board of Directors, please contact the Nominating Committee member serving the Board district in which you could run. You can also call 877-850-4343 or email ecirec@ecirec.coop.