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 customers of the cooperative as provided for in state law and MEC's 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 all customers 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 customers/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 must obtain the NRECA Credentialed Cooperative Director (CCD) certification program within the first eighteen (18) months after the election to the board.
- 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.
Director Qualifications, Eligibility, and Nomination Process
Please review Policy B-52 Election Policy and Procedures for a full overview of Director Qualifications, Eligibility, and Nomination Process.
As a customer-owned utility, MEC seeks directors who meet the following criteria:
- Be twenty-one (21) years of age or older;
- Have earned a high school diploma from an accredited institution, or obtained state certification through the General Educational Development tests (GED), by the date of the Annual Meeting of the Members (referred to as “Annual Meeting”) at which the Director is elected;
- Be a United States citizen;
- Be a member in good standing of the Cooperative by having met and adhered to the Cooperative’s payment policies in accordance with credit requirements contained in the Cooperative’s rules and regulations, as amended from time to time, and any other requirements for membership in good standing established by the Cooperative;
- While a Director and during the five (5) years immediately prior to becoming a Director, not have been an employee of the Cooperative;
- While a Director, not have a close relative who is an employee or becomes an employee of the Cooperative during the Director’s term of office. As used in this section, “close relative” means a person who by blood or in law, including step and adoptive kin, is either a spouse, domestic partner, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece;
- Have his or her Primary Residence receiving continuous electric service from the Cooperative for one year and be located at the beginning of the calendar year of the election in the District for which election is sought. Primary residence shall be determined based on factors including, but not limited to, real property rights, homestead exemption, voter registration location, and address on a driver's license (“Primary Residence”)
- Annually complete and sign a conflict-of-interest certification and disclosure form approved by the Board of Directors;
- While a Director and during the three (3) years immediately prior to becoming a Director, not sought to advance or have advanced a:
- Competing Interest with the Cooperative;
- Financial Interest that would likely impair the ability of the Director to serve the best interests of the Cooperative; or
- Conflicting Position that would likely impair the ability of the Director to serve the best interests of the Cooperative.
- Serving as an employee, consultant, or contractor assigned to negotiating or managing contracts with the Cooperative for any person or entity that has been a consultant, contractor, vendor, or bidder of the Cooperative during the preceding three years; or
- Having held an Executive level or Board position of a financial institution that has held Cooperative assets during the preceding three years.
- Not be or have been convicted of a misdemeanor involving moral turpitude or a felony pursuant to state or federal laws;
- Not have been previously removed or disqualified as a Director as provided for under these Bylaws;
- Have the capacity to enter into legally binding contracts;
- Be willing to devote such time and effort to his or her duties as a Director as may be necessary to oversee the Cooperative’s business and affairs including: except as otherwise provided by the Board of Directors for good cause, beginning with election to the Board of Directors, attend at least seventy-five (75) percent of all regular and special called Board Meetings during each period from Annual Meeting to Annual Meeting; and obtain the Credentialed Cooperative Director (CCD) designation from National Rural Electric Cooperative Association (NRECA) within the first eighteen (18) months after election to the Board; attend state and national association meetings and Director continuing education training as needed to maintain current knowledge and improve awareness of potential risks to the Cooperative;
- Not be employed by another Director or be employed by an entity over which another Director exercises substantial control;
- Execute and provide the relevant documents, waivers, or other materials reasonably needed to verify satisfaction of these qualifications, including criminal background checks to be performed by the Cooperative. A person subject to this provision shall not be requested or required to provide personal or business tax returns, financial or business records, or non-public, personal details unless legal counsel has justified and certified in writing that conformity with Director Qualifications cannot be determined without such records. If such certification is made and the records are provided, the Cooperative and its agents shall not publicly disclose such records except with the consent of the person providing them, or in the course of a legal proceeding or as required by law;
- While a Director, act in good faith and represent the best interests of the Cooperative as a whole, representing all members on an impartial basis.
In the event an elected director cannot fulfill his/her term, the board will notify electric customers within the district and interested individuals can complete an application packet. Through an appropriate review and evaluation process, the seated directors will appoint a successor to fulfill the term.
MEC Policy B-52 Election Policy and Procedure