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NORTHWESTERN ELECTRIC COOPERATIVE, INC.


December 2014


Nomination and election of trustees T


he following information is being published to comply with REA Bulletin Number 20-19 in the interest of NWEC Members.


ARTICLE III MEETING OF MEMBERS


Section 7. Nomination and Elec- tion of Trustees. • 7.1.1. Nominations During the month of January before the district meeting, can- didates desiring to be nominated must pick up an official nomination form which may be secured at the headquarters office of the Coopera- tive. Candidates must obtain the signature of three other qualified members from the same district on said form and be delivered back to the Secretary of the Cooperative or his representative not less than the first business day in the month of February prior to the date of the district meeting.


• 7.2 District Meetings Not less than thirty days nor more than sixty days before the an- nual meeting, the Board of Trustees shall call a separate meeting of the members of each district in accor- dance with Article IV Section 2 of these Bylaws, at a suitable place in or near such district for the purpose of electing a Trustee to represent the members located within such district. The meeting shall, how- ever, be open for discussion of any other matters pertaining to the busi- ness of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting. Recommendations with respect thereto may be submitted to the Board of Trustees or the entire membership. (989529001)


• 7.3 Order of Business of District Meetings


The district meeting shall be called to order by the Trustee


representing the district, or by another designated representative of the Board of Trustees, or in their absence, by any member residing within said district. The members shall then proceed to elect a chair- man, who shall be someone other than the Trustee, and who shall ap- point a secretary to act for the dura- tion of the meeting. Five percent of the members residing in the district present of such a duly called district meeting shall constitute a quorum. Members of other districts present at the meeting may be heard but shall have no vote. Candidates must be members residing in the district and must possess the qualifications for Trustee as specified in Section 2 of Article IV of these Bylaws.


• 7.4 Voting and Minutes Voting shall be by ballot. Each member may vote for one candidate. The candidate from such district receiving the majority of votes present shall be considered elected as Trustee. The minutes of such dis- trict meeting shall set forth, among other matters, the name of each person nominated and the number of votes received by each, and shall specify the person elected as Trustee from such district. A certified copy of the minutes, signed by the Secre- tary and the Chairman of the district meeting, shall be delivered to the Secretary of the Cooperative within five days after such district meeting.


• 7.5 When Quorums Cannot Be Obtained at District Meetings In the event a quorum cannot be obtained at a district meeting provided for herein, said Trustee’s position shall be declared vacant for the forthcoming three year term by the Board of Trustees at their next regular board meeting, and said vacancy shall be filled in ac- cordance to the terms and qualifica- tions listed in ARTICLE IV, Sec- tions 2 and 4 of these Bylaws.


ARTICLE IV TRUSTEES Section 2. Qualifications and Tenure • 2.1 Eligibility for Trustees No person shall be eligible to become or remain a trustee or to hold any position of trust in the Coopera- tive who: (2.11) is not a member of the Coopera- tive.


(2.12) is not a bona fide resident of the particular district of which that person is a member.


(2.13) does not purchase from the Cooperative electric energy at that person’s principal place of resi- dence.


(2.14) is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative.


(2.15) is the incumbent for candi- date for an elective public office in connection with which a salary or compensation in excess of one thousand dollars per annum is paid. (2.16) has been employed by the cooperative within five years of his/ her employment termination date and the scheduled district meeting for which member desires to run.


Section 4. Vacancies 4.1 Vacancy Occurring Due to Failure of Quorum


In the event a vacancy was caused by the failure of a quorum at a district meeting called for the pur- pose of electing Trustee, the vacan- cy shall be filled by a majority vote of the Board of Trustees at the next regular board meeting. The mem- ber elected as Trustee to serve the upcoming full term must meet the qualifications in ARTICLE IV, Sec- tion 2 of these Bylaws, and reside in the same district as the Trustee to whose office he succeeds. See related article about the fil- ing period on page 2.


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