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Board of Director Responsibilities

Responsibilities and Authorities


  1. Meets regularly on the fourth Wednesday of each month, and at special meetings at other times.
  1. Elects officers at the organizing meeting of the new Board held immediately following the Annual Meeting of Members.
  1. Establishes Cooperative policy (a) as to efficient internal management of the Cooperative business and affairs; and (b) as to external policy on power supply, rural electrification, conservation, public relations, service policies, etc.
  1. Receives reports and information from Cooperative management.
  1. Delegates duties, responsibilities, and authority to the General Manager.
  1. Considers and acts upon the recommendations of the General Manager on the Annual Operating Budget, Annual Audit and related financial reports.
  1. Vested with the authority and responsibility to direct the management of the cooperative, including the determination and fixing of rates to be charged, the development and enforcement of rules and regulations governing service to member-patrons.


Organizational Relationships


  1. Reports to the Membership of the Cooperative. 
  1. The Board is composed of one Director from each of seven districts in the system.
  1. Directors are elected by the Membership in accordance with procedures as outlined in the Cooperative bylaws.
  1. The Directors elect a President, a Vice-President, Secretary, and a Treasurer at the organizing meeting of the Board following each Annual Meeting of Members.


Term of Office


  1. The term of office of each Director shall be three (3) years, commencing upon adjournment of the membership meeting at which elected and terminating upon adjournment of the membership meeting at which his successor is duly elected.
  1. In the event of a vacancy on the Board, the provisions of the bylaws with respect to the filling of vacancies shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term.




According to information compiled by the National Rural Electric Cooperative Association (NRECA) in Washington, D.C., a director's responsibility consists of having the ability and knowledge to set policy and approve programs that are the basis for operating the association.  A director must have the time to attend monthly board meetings and other special meetings and seminars.  These special sessions are necessary to keep directors informed on the various aspects of the cooperative and the electric utility industry.  Other criteria of a board member include:

  1. Be an independent thinker, but a cooperator.  Have the capacity to work harmoniously with other board members, but also the strength to uphold their convictions.
  2. Be capable of acquiring the knowledge necessary to cope with the issues of a modern electric utility, including finances, management and public issues;
  3. Possess the character and demeanor that will reflect favorably on behalf of the cooperative;
  4. Have the willingness to listen and learn;
  5. Be one who can accept and direct change;
  6. Be of sufficient stature to command the respect of management, employees, fellow board members and the public;
  7. Be willing to commit adequate time to the work of the board to be an effective member and properly discharge the duties of the board;
  8. Subordinate personal and other business interests to the needs of the cooperative when making a decision.  This includes a willingness to set aside pet causes, personal crusades, and self-serving decisions;
  9. Be conscientious in preparing for and attending meetings.
  10. Place a high value on personal and corporate integrity and ethical behavior.


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