DIRECTOR DUTIES AND RESPONSIBILITIES
DIRECTOR DUTIES AND RESPONSIBILITIES
The Board of Directors is the governing body of the cooperative and is responsible for establishing policies, providing strategic direction, hiring and evaluating the CEO, providing for a plan of succession, and overseeing all major corporate decisions. It has a fiduciary responsibility to represent the members of the cooperative as provided for in state law and Midwest Energy & Communication’s (MEC) Bylaws. To accomplish this, the Board must structure itself so that it has the requisite knowledge and skills to carry out its duties in a manner that is efficient and cost-effective.
DIRECTOR AUTHORITY AND RESPONSIBILITIES
The Board of Directors speaks and acts on behalf of the membership as a whole with responsibilities that include:
- Selecting, hiring, evaluating and terminating the chief executive officer
- Overseeing the planning process through active participation in strategic planning and review and approval of annual operating budgets and work plans
- Developing and reviewing policies governing the organization
- Monitoring and evaluating organizational performance
- Selecting and monitoring ongoing performance of independent auditor and cooperative attorney
- Authorizing execution of legal contracts
- Identifying principal risks to the organization and ensuring effective systems are in place to manage these
- Participating in outside activities that are deemed advantageous to MEC and the members/communities it serves
DIRECTOR COMMITMENT TO DISCHARGE RESPONSIBILITIES
- On average, directors should expect to spend approximately 190 hours per year for board, committee and other cooperative meetings
- Monthly board meetings are usually held the last Tuesday of each month at our corporate headquarters located in Cassopolis, Michigan from approximately 10:00 am to 3:00 pm.
- Prior to each board meeting directors receive a comprehensive report detailing the latest financial, operational, legal and legislative reports as developed by cooperative staff. Directors are expected to be diligent in preparing for and attending board meetings, contribute positively to board discussions and work in harmony with other board members. Directors are further expected to accept annual committee assignments.
- Directors attend meetings of related organizations such as the Michigan Electric Cooperative Association (MECA), the National Rural Electric Cooperative Association (NRECA) and the National Rural Electric Cooperative Finance Corporation (CFC).
- Directors can also expect to have personal contact with and receive telephone calls from members in their districts.
- Directors serve three-year terms, currently without term limits.
- New directors are strongly encouraged to complete the NRECA Credentialed Cooperative Director (CCD) certification program prior to completion of their first full three-year term.
- Directors assume the responsibility of maintaining discrete silence on undecided matters and to support the decisions and actions adopted by the majority vote of the board.
- Directors must disclose to MEC the nature and extent of any real or perceived interest that the director has in a material contract or transaction, or a proposed material contract or transaction with MEC.
As a customer-owned utility, MEC seeks directors who are:
- Individuals of good character
- Knowledgeable about the cooperative business model
- Able and willing to represent the interests of the membership
- Aware of and comfortable with the legal liability implicit with board role
- Able to compromise and work collaboratively with others
- Able to add to the diversity of knowledge and skills of the board in areas such as:
- Board governance
- Strategic leadership, planning and management
- Financial management
- Risk management
- Project management
- Computer literacy
- Human resources
- General business knowledge and skill
- Marketing and communications
- Administration and law
DIRECTOR ELIGIBILITY AND NOMINATION PROCESS
Members interested in serving on the Board of Directors must meet the following minimum requirements in accordance with the Bylaws of Midwest Energy & Communications:
- Receive electric power for their primary residence in the district from which they would be elected
- Cannot be employed by or financially interested in a competing enterprise or business selling electric energy or supplies to the Cooperative
- Cannot have a close relative who is an employee of the Cooperative or becomes an employee of the Cooperative during their term of office
Members interested in running for a position on the Board of Directors must contact the cooperative to get a petition for nomination and secure signatures of 30 or more members who are residents of the district to be served. In order to be included on the ballot, the completed nomination petition and a biography must be submitted to the cooperative not less than 20 days prior to the mailing of ballots for the election of directors.
In the event an elected director cannot fulfill his/her term, the board will notify members within the district and solicit letters of interest along with a summary of qualifications. Through an appropriate review and evaluation process, the seated directors will appoint a successor to fulfill the term.