Annual Meeting

Governance responsibilities of the FreeState Electric Cooperative Board of Trustees are significant. This means the nominating committee must bring a high level of competency to the job. Each member should possess the capabilities to exercise leadership, teamwork, and sound judgment on difficult or complex matters. Committee members must have core knowledge of the cooperatives principles, core values, mission and vision. They must also have the ability to review and discuss applications of potential trustees with professionalism, and confidentiality. 

Finding talented and committed members to govern the cooperative is an important task. Member-owners of FreeState Electric Cooperative have the democratic right to elect their governing body, so it is vital that the nominating committee provide qualified candidates that meet the standards of FreeState. 

The nominating committee will serve as a guide on distinguishing who will be slated on the ballot. 

The board holds the fiduciary responsibility for ensuring strong leadership for FreeState. The nominating committee serves the purpose to maintain the candidate review process to be not only fair but transparent. They will determine whether a candidate is capable of representing and serving member-owners of FreeState Electric Cooperative. 

This process can ensure that FreeState is able to recruit and maintain quality candidates well into the future for the leadership of the cooperative.

The nominating committee is responsible for determining the slate for member elections. The committee members determine qualifications and review potential candidates with other members of the committee. 

It is the goal of the committee to bring qualified applicants for board openings to the meeting so that the best candidates can be presented to the membership for the vote. 

Based upon membership in the Cooperative or other equitable consideration determined by the Board, the Board shall divide the general area in which the Cooperative provides electric energy (“Cooperative Service Area”), into districts set forth in the board policy:

West District–Service territory for the previously existing Kaw Valley Electric Cooperative, Inc., including members located in Shawnee, Douglas, Jackson, Osage, Wabaunsee and Pottawatomie counties and additions to said territories after January 1, 2017.

East District–Service territory for the previously existing Leavenworth-Jefferson Electric Cooperative, Inc., including members located in Leavenworth, Jefferson, Atchison, Douglas, and Jackson counties and additions to said territories after January 1, 2017.

The Cooperative shall have a Board that equitably represents the Members and is composed of:

• (1) Six to 12 Members: (A) within the Cooperative Service Area; (B) nominated by and from each Trustee District; and (C) elected by the members from both Trustee Districts.
• (2) A reasonable effort shall be made to have an equal number of Trustees from each Trustee District. 

Except as otherwise provided in these Bylaws:

• Cooperative powers must be exercised by the Board, or under the Board’s authority;
• Cooperative activities and affairs must be managed under the Board’s direction and subject to the Board’s oversight; and the Board shall reasonably administer and enforce these Bylaws or shall ensure that these Bylaws are reasonably administered and enforced.

Trustee Qualifications

A Trustee or Trustee candidate must comply with this Bylaw.

General Trustee Qualifications
To become and remain a Trustee, a Person must comply with the following general qualifications (“General Trustee Qualifications”):

• be an individual;
• have the capacity to enter legally binding contracts;
• not have been previously removed or disqualified as a Trustee;
• while a Trustee, not be convicted of, or plead guilty to, a felony;
• except as otherwise provided by the Board for good cause, receive a Credentialed Cooperative Trustee designation, Trustee’s Certificate, or similar designation or certification from the National Rural Electric Cooperative Association within three years of becoming a Trustee;
• comply with any other reasonable qualifications determined by the Board.

Membership Trustee QualificationsTo become and remain a Trustee, an individual must comply with the following membership qualifications (“Membership Trustee Qualifications”):

while a Trustee and during the one year immediately before becoming a Trustee:  

• for at least six months each calendar year reside and use electric energy Provided by the Cooperative, at a Location within the Trustee District from which the Trustee is nominated.
• while a Trustee, and before becoming a Trustee be authorized by an Entity Member that while a Trustee and during the one year immediately before becoming a Trustee:
• Occupies and Uses electric energy Provided by the Cooperative at a Location within the Trustee District from which the Trustee is nominated or elected.

Trustee Disqualification.
After being elected, designated, or appointed, if a Trustee does not comply with all General Trustee Qualifications, Membership Trustee Qualifications, and Independence Trustee Qualifications (collectively, “Trustee Qualifications”) existing when the Trustee was elected, or appointed, then, except as otherwise provided by the Board for good cause, the Board by a two-thirds vote may disqualify the Trustee and the individual is no longer a Trustee if:

• the Board notifies the Trustee in writing or Electronically of the basis for, and provides the Trustee an opportunity to comment regarding, the Board’s proposed disqualification; and
• within 30 days after the Board notifies the Trustee of the proposed disqualification, the Trustee neither complies with nor meets the Trustee Qualification. 
• if a majority of Trustees authorized by these Bylaws comply with the Trustee Qualifications and approves a Board action, then the failure of a Trustee to comply with the Trustee Qualifications does not affect the Board action.