Title
Resolution - Approval of Appointments to 2022 Qualifications and Elections Committee - S Romero
Other Info
Submitted By: Sylvia Romero
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: Expenditure of Cooperative funds estimated in the amount of $2,200 currently included in the Cooperative's 2022 operating budget; expenditures of staff time estimated in amount of 60 hours (other than ordinary processing requirements).
Discussion
PEC's Bylaws Article 3 Section 3 provides the following:
Qualifications and Elections Review Committee.
(a) At least ninety (90) days before any Membership vote for Election of a Director, the Board of Directors shall, appoint, by resolution, a qualifications and election review committee (“Qualifications and Elections Committee”) consisting of no less than three (3) nor more than seven (7) members who are not existing Cooperative officers, employees, Directors or known candidates for Directors, or close relatives or members of the same household thereof. The Qualifications and Elections Committee shall elect its own chairman and secretary, and shall be dissolved without further action required at the conclusion of the fifth day following the Member Meeting for which the Qualifications and Elections Committee was appointed, or upon the conclusion of any business before the Qualifications and Elections Committee, whichever is later. The Board may set compensation, reimbursement, allowances for telephonic meetings, and any other terms for the Qualifications and Elections Committee not otherwise specified by these Bylaws.
(b) It shall be the responsibility of the Qualifications and Elections Committee to verify the qualifications of Director Nominees.
(c) In the exercise of its responsibility, the Qualifications and Elections Committee shall have available to it the assistance of staff and the advice of legal counsel provided by the Cooperative, and shall be subject to the limits of Article III, Sec. 2 (p) of these Bylaws.
(d) The Qualifications and Elections Committee’s decisions (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.
(e) In all matters, the Qualifications and Elections Committee shall assume the truth of matters asserted by Director Nominees, and act accordingly, unless the Committee has identified a reasonable and specific basis for acting otherwise.
PEC’s Election Policy and Procedures Section 6.2.1.6 provides the following:
Qualifications and Elections Committee
At least a week before the Regular Board meeting 4 months prior to an election, each Director may submit to the Governance Team the name of a person or persons residing in the Director’s District eligible and willing to serve on the Qualifications and Elections Committee, as described in the Bylaws. At the Regular Board meeting 4 months before an election, the Board will appoint the Qualifications and Elections Committee, with no less than three (3) nor more than seven (7) members, preferably with one member from each Director District.
The resolution will set compensation, if any, deadlines, reimbursement, allowances for telephonic meetings, and any other terms specified by the Board, and will specify that the Committee shall operate in accordance with the Bylaws and these Election Procedures.
Members of the Qualifications and Elections Committee will have access to personal candidate information. The Qualifications and Elections Committee will use personal candidate information only as needed for service on the Qualifications and Elections Committee and will not further disclose the information unless required as a matter of law.
Body
WHEREAS, the Bylaws of the Cooperative require the Board to appoint a Qualifications and Elections Committee (the “Committee”) to review and determine the qualifications of applicants who wish to be candidates for election to the Board, and in accordance with the Cooperative's Election Policy and Procedures;
NOW, THEREFORE, BE IT RESOLVED, that the following individuals are appointed to serve on the Qualifications and Elections Committee for the 2022 Election:
1. District 1 - Charles Carter
2. District 2 - Cliff Hahn
3. District 3 - Richard Law
4. District 4 - Andy Cable
5. District 5 - Dave Kithil
6. District 6 - Mildred Young
7. District 7 - Chris Oliveira; and
BE IT FURTHER RESOLVED, that the following individuals are appointed as alternates to serve on the Qualifications and Elections Committee for the 2022 Election should an appointed member be unable to serve:
1. District 1 - No alternate
2. District 2 - No alternate
3. District 3 - Randy Smith
4. District 4 - No alternate
5. District 5 - No alternate
6. District 6 - No alternate
7. District 7 - Nathan Owen; and
BE IT FURTHER RESOLVED, that the Committee will elect its own officers (Chair and Secretary), and will have access to information gathered from various sources, including the Candidates themselves, public records, and the Cooperative; and
BE IT FURTHER RESOLVED, that the Cooperative will provide legal counsel and staff support; and
BE IT FURTHER RESOLVED, that the Committee should conduct Meetings as often as the Committee determines that they are needed to perform the review of Candidate applications, and these meetings may be conducted by phone or at a place of the Committee’s choosing; and
BE IT FURTHER RESOLVED, that Committee members are paid $150 for each telephonic or live meeting lasting more than one hour; the Cooperative will reimburse mileage and reasonable meal expenses incurred by Committee members in the course of their service; and provide indemnification and protection from liability for Committee members serving in that capacity as provided for in the PEC Bylaws; and
BE IT FURTHER RESOLVED, that the General Counsel, or designee, is authorized and directed to take all actions necessary to implement this resolution.