GCREC Guide for Prospective Board Directors

Guidefor Prospective Directors

I enjoy working with members, employees, and directors that believe in and respect the cooperative model and system. This allows us to deliver on our promise to provide safe, reliable, and affordable electric service

– Jason Paper, Assistant Board Secretary / Treasurer

ABOUT GRUNDY COUNTY REC

Providing our members with safe, reliable, & affordable electric service started and excited to continue powering members into the future.

937 Miles of Line Maintained

GCREC maintains 937 miles of power linesthat’s nearly the distance from Grundy Center, IA to Myrtle Beach, SC!

100 years ago, before electric cooperatives existed, there was an electric divide in America 9 out of 10 city and town dwellers had access to electricity in the 1920s while 9 out of 10 rural citizens were left in the dark

From the very first home powered by Grundy County REC (GCREC) in 1938 to the nearly 1900 members we serve today, GCREC is proud of where it

Reference Board Policies #100 & #109 enclosed

WHY THIS ROLE MATTERS

As a member of the Grundy County REC board, you represent the members who OWN this cooperative. This is democratic control, a vital cooperative principle, in action - members electing members they feel have their and the cooperative’s best interests in mind, guiding essential services. The board works hard to help ensure Grundy County REC stays true to its mission of providing its members with safe, reliable & affordable electric service and to look out for the vitality of the co-op and the community it serves.

Provides oversight of the General Manager Board Leadership Helps:

Protect local decision-making

Establish policies & approves plans & programs

I chose to get more involved with my local electric co-op because I like giving back Grundy County REC does an excellent job keeping my lights on reliably, safely, and affordably; the least I can do for the members is serve on this board to ensure that the co-op continues to serve the membership the way they deserve!

– Matt Kopriva, Board Treasurer

Exercise fiduciary oversight

Oversees organizational performance

Develop long-term co-op strategy & direction

There’s nothing more rewarding than talking with a member about how Grundy County REC powers their daily life with reliable service. Our members deserve comfort and peace of mind, never having to worry about their electricity or their provider. Being a dedicated director means prioritizing the needs of our members, and all great directors share this commitment for the good of the cooperative. or

Reference Board

Policies #104 & #106 enclosed

QUALIFICATIONS & ELIGIBILITY DIRECTOR

Per the Cooperative’s Articles of Incorporation, Bylaws, and Board Policies, members interested in running for a GCREC Board of Director position must meet the following:

Be an active member in good credit standing

Reside in the district from which they are nominated & be receiving electric service from the cooperative at their residence

Eligible board candidates shall and must not be:

Engaged in conduct that is a violation of law or violation of cooperative policy(ies)

Convicted of a felony

An employee/employee spouse of the cooperative or employed by a labor union within 10 years preceding nomination

Closely related to any cooperative employee as to violate the cooperative’s Employee of Relatives policy

Any way employed by or substantially financially interested in an enterprise competing with the cooperative or any cooperative affiliated business

Employed by, materially affiliated with, or have a financial interested in any individual or entitiy possessing a conflict of interest with the cooperative or a subsidiary

While you don’t need to be an expert in electricity or business to run, you do need a passion for the community and a willingness to actively serve and learn. Through trainings & conferences, board members gain a deeper understanding of the electric utility industry, cooperative business model and local economic development efforts

Time Commitment

Board Meetings are typically the last Thursday of the month and average 2-4 hours in length

Most board meetings are at 9AM with the exception of April, May, Sept , & Oct starting at 7PM

Expect 1-3 hours of prep prior to monthly board meetings

Expect to attend the coop’s Annual Meeting each September & assist

Additional time commitments for cooperative strategic planning and director trainings & conferences may be necessary during specific months.

Benefits of Serving

Serving your community and the membership

Great opportunities for industry training & networking with others in the industry

Directors receive a per diem and mileage reimbursement based on IRS standards for meetings attended

BOARD ELECTION DETAILS & TIMELINE

Grundy County REC’s board elections will be held at the September annual meeting, but there are steps and deadlines to be mindful of throughout the process. Candidates must submit the enclosed paperwork to the nominating committee member or cooperative to be eligible to run in the director election by the Nominating Committee Meeting on May 28.

Ballots and other important Annual Meeting content will be mailed out the beginning of August, and members can return ballots via mail, drop box, to the office, or at the Annual Meeting. The director election results are announced by the cooperative’s attorney at the meeting.

Articles: Annual Director Election Process

ARTICLE IX

SECTION 1. The business and affairs of the Association shall be managed by a Board of seven (7) directors who must be members of the Association.

SECTION 2.

(a)The territory served or to be served by the Cooperative shall be divided into seven (7) districts, each of which shall contain as nearly as possible the same number of members and shall be composed of one or more contiguous townships. Each district shall be represented by one (1) Board Member. (The district breakdowns are available at the cooperative headquarters; members can request a printed or emailed copy)

(b) Not less than one hundred twenty (120) days before the Annual Meeting of the members at which meeting, Board Members are to be elected, the Board should review the composition of the seven districts and, if it would find inequalities in representation, which could be corrected by a redelineation in the districts, the Board should reconstitute the districts so that each shall contain as nearly as possible, the same number of members.

(c) The Nominating Committee shall be appointed not less than sixty (60) days or more than one hundred eighty (180) days prior to the Annual Meeting. Such Nominating Committee shall be composed of those Directors of the Cooperative whose terms expire one (1) year after the Annual Meeting for which nomination of candidates for Directors are being made and other members of the Cooperative who shall be appointed by the President of the Board of Directors. The members appointed by the President of the Board of Directors shall be members of the districts for which Directors shall be elected at the current Annual Meeting. Each nominee for Director shall be a voting member who resides in the district for which a Director is being elected at the current Annual Meeting and shall meet the qualifications for becoming or remaining a Director.

The Nominating Committee shall prepare a list of nominees identifying each candidate by name, address, and the Director district in which they reside. The Nominating Committee shall make a good faith effort to nominate two (2) candidates for each Director position to be filled. In the event the Committee is unable to identify two (2) candidates for each position who consent to be nominated, the Committee may nominate only one (1) candidate for the position. The written list of nominations of the Nominating Committee shall be posted at the office of the Association not less than thirty (30) days prior to mailing the notice of the Annual Meeting of members. For ten (10) days after posting of the list of nominations by the committee, additional nominations of members residing in the district of the vacancy may be made by written petition on forms provided on request of any member and signed by not less than fifteen (15) members of the Association. Any member nominated shall give prior consent to such nomination whether by committee or petition.

The notice of the Annual Meeting of members shall list the names of all nominees for the office of Director.

(d) At each regular Annual Meeting, a number of Directors equal to the number of Directors whose terms expire at the time of such Meeting shall be elected to hold office for the term of three (3) years, and until their respective successors shall have been elected and qualified.

(e) The election of Directors shall be by ballot.

(f) Each voting member of the Cooperative present at the Annual Meeting shall be entitled to vote for one (1) candidate in each district from which Directors are to be elected at the Annual Meeting. The candidate receiving the highest number of votes in each District at the Annual Meeting shall be considered elected as a Board Member for that district.

BOARD DISTRICT MAKEUP