(c)
Director District Boundaries.
The Board of Directors shall redistrict the five rural director districts
no later than December 31, 2011, and once every ten years thereafter.
Section 3.
Election and Term of Office.
Directors shall hold office for a term of three years commencing the first
December 1 after the Annual Meeting of the Membership at which they are
elected, and until their successors are duly elected and qualified.
Section 4.
Election Procedure
The election of Directors shall take place at the
annual meeting, with votes to be cast in person or by mail.
No proxy voting shall be allowed.
At least 90 days prior to the first election, and from time to time
thereafter as the Board may determine, the Board shall adopt a resolution
governing election procedure.
Section 5.
Vacancy.
If the office of Director shall become vacant for any
cause, the remaining Directors may, no sooner than the next regular
meeting of the Directors which is held 28 days after the vacancy occurs, choose a successor, who shall serve
until the next regular or special meeting of the members, when the vacancy
shall be filled by elective action of the members from the proper
district. Such Director shall serve the remainder of the unexpired
term. No later than 10 days after a vacancy occurs, the General
Manager shall cause notice of such vacancy to be mailed to all members
within all the affected district. If the vacancy is among the
municipal directors, the General Manager shall not later than 10 days
after a vacancy occurs, cause notice of such vacancy to be mailed to all
municipal members.
Section 6.
Qualifications.
Every Director shall at the time of election and
during the term for which elected, reside within the district for which
and from which that director was elected.
A rural
Director must be a rural member of the Corporation. No person
may hold more than one directorship at a time. Every Director must as of the date of election be at least 18 years
of age.
Section 7.
Removal.
Upon establishment of the fact that a Director is
holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such Director from office.
Section 8.
Validity of Board Action.
Nothing contained in this Article shall affect in any
manner whatsoever the validity of any action taken at any meeting of the
Board of Directors, nor shall this Article apply to Directors appointed
prior to the first election by members.
Section 9.
Per Diem.
Directors and
Employees may receive, upon submission of a voucher
request, compensation for mileage, meals, lodging and other reimbursable
expenses for attendance at each meeting of the Board and for attendance at
any other meeting on the behalf of the corporation at such rates as the
Board may set from time-to-time by written policy.
Directors shall receive
a per diem for attendance at each meeting of the Board and for attendance
at any other meetings on behalf of the Corporation at such rates as the
Board may set from time-to-time by written policy. Participation in
a meeting held by telephone conference call or by any other electronic
means constitutes attendance at a meeting for the purposes of this
section.
Section 10.
Indemnity.
The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative other than an action by or in the right of
the corporation by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partner-joint venture, trust or other enterprise,
against expenses including attorney’s fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Any decision to indemnify pursuant to this section shall be in the
sole discretion of the Board of Directors.
Section 11.
Committees.
The Board of Directors, by resolution adopted by a
majority of the directors in office, may designate one or more committees
each of which shall consist of two or more directors, which committees, to
the extent provided in such resolution, shall have and exercise the
authority of the Board of Directors in the management of the corporation. The Board of Directors, by resolution adopted by a majority
of the directors in office, may designate other committees not having and
exercising the authority of the Board of Directors in the management of
the corporation. The members of all such committees shall be
appointed by the Chairperson of the Board.