FORTLOUDOUN ELECTRIC COOPERATIVE

VONORE, TENNESSEE

Board Policy No. 105

SUBJECT:QUALIFICATIONS FOR DIRECTOR/TRUSTEE

  1. OBJECTIVE:

To assure the membership that those members nominated to be voted upon for service upon the board of Directors of the Cooperative (a voluntary service group acting as trustees for and representatives of the membership) are generally qualified to carry out the viewpoints, objectives, formulate policy, develop plans, and insure their execution within the Cooperative.

  1. POLICY, CONTENT AND PROVISION:

Be it resolved that the following is hereby adopted by the Board of Directors/Trustees of the Fort Loudoun Electric Cooperative as the policy relating to the qualifications for Director/Trustee:

  1. That the nominating committee or individual members petition that nominates an individual to be voted upon for election to the Board of Directors of the cooperative should be aware of, and should carefully and seriously consider the following legal requirements and personal qualifications before such a nomination is entered.

No person shall be eligible to become a director of the Cooperative who:

1.will not have attained the age of 21 years at the date of his or her election;*

2.does not have a high school diploma or equivalent;

3.has not been a member of the Cooperative and receiving electric service at his/her primary residential abode in the District wherein he/she is seeking election for at least six (6) months preceding the date of the election;

  1. is not a member in good standing;
  2. has been convicted of a felony;
  3. is or has been an employee of the Cooperative within (3) years of the date of the election;
  4. is a close relative of an employee or Director of the Cooperative;
  5. is himself/herself or is a close relative of an individual who is in any way employed by or substantially financially interested in a competing enterprise, but excluding propane interests due to development of electric/propane hybrid heat pumps that promote efficient energy usage. This restriction includes being employed by another organization providing energy (excluding propane interests) or other utility- related services, a business selling substantial amount of supplies, products or services to the Cooperative, or a business engaged in the construction and maintenance, including right-of-way maintenance, of the distribution lines of the Cooperative; is the incumbent of or a candidate for an elective public office in connection with which a salary is paid for a full-time position.
  6. is a member, officer, director or employee of any union local currently acting as a bargaining agent for any group of Cooperative employees.

*To conform with Article IV (Directors), Section 4.02and 4.04 (Qualifications and Tenure) of the By-Laws.

In addition to the above requirements, the candidate:

1.must consent to a background check.

  1. should be willing to promote and safeguard the interests of

the Cooperative among the members and the general public.

  1. will be required, and therefore able, to represent the membership on an impartial basis for the good of, and in

the best interest of, the entire Cooperative.

  1. must be willing to attend regularly scheduled and special meetings of the Board of Directors/Trusteesand to further attend national, state, and meetings of local organizations with associated interests that further the cooperative movement, together with Director training institutes or seminars which will aid in keeping him well informed on matters affecting the Cooperative.
  1. should be aware that members of the Board of Directors/Trustees serve without salary on a fee basis for time given to regularly scheduled and approved affairs of the Cooperative, and in addition, they will be ` reimbursed for all reasonable expenses in connection with such scheduled activities.
  1. should agree to serve the term of office for which elected until a successor has been appointed or elected.
  1. shall not use or cause to be used his position as Director/Trustee to further his political ambitions.
  1. shall provide proof of a high school diploma or equivalent.
  1. That service as a Director/Trustee shall include the following responsibilities for growth and development, keeping himself and others informed and participating in the decision making process of the Board at all scheduled regular and special meetings:
  1. to put forth the effort to improve abilities and understand the Cooperative’s problems to provide the judgement required to make decisions in constantly changing circumstances that have a direct and indirect effect upon the Cooperative, and to support all decisions and actions made or taken by majority of the Board.
  1. to conscientiously study the information contained in Board reports.
  1. to contribute to the development of statements on functions and responsibilities of Board Members, and thereafter to become familiar with, and strive to improve, such statements.
  1. to objectively evaluate and consider the questions and problems with which the Cooperative is faced.
  1. to keep informed as to the aims and objectives of the cooperative, and to further study and analyze the policies, plans and problems which result from efforts to achieve such aims and objectives.
  1. to keep informed on, alert to and aware of, the attitudes of the members and general public toward the Cooperative’s objectives, programs and services.
  1. to inform all interested persons about the Cooperative’s viewpoints, objectives, programs and services.
  1. This policy shall be in addition to existing provisions of the Articles of Incorporation and approved By-Laws, and is intended to serve as a guide in keeping nominating committees and bona-fide members informed on their nominating and voting obligations.
  1. RESPONSIBILITY:
  1. The President and the full Board should insure that a copy of the provisions of this policy is in the hands of each member of the nominating committee, and further will cause such policy to be published periodically in the news media of the Cooperative.
  1. The Presidentis responsible for determining that this policy is adhered to and made known to interested persons at all times.

UPDATED AND APPROVED: December 15, 2011

Supersedes Board Policy 105, dated August 27, 2009