Title
Acknowledgment and Seating of Newly-Elected Directors - A Stover
Other Info
Submitted By: Andrea Stover
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: Pursuant to the Board of Directors Compensation Policy, Directors receive a fixed monthly fee of $3000 (which is currently included within the Operating Budget) provided that a Director regularly attends Board meetings.
Discussion
Pursuant to the Bylaws of Pedernales Electric Cooperative, Inc. (PEC), a Director’s term begins immediately upon adjournment of the Annual Meeting of the Members at which the Director is elected.
PEC BYLAWS
Article III - Directors
Section 2. Qualifications and Terms of Directors
Terms. Except as otherwise provided in these Bylaws, a Director’s term is three (3) years and until a successor Director is elected ("Director Term"), which may be more or less than three (3) full years depending on the actual dates of the Director’s election at Annual Meeting and service through the Annual Meeting in the third year after such Director’s election. Three years shall be measured as the period from the date of the Director’s election at Annual Meeting until the date of the Annual Meeting in the third year after such Director’s election. A Director Term begins immediately upon adjournment of the Member Meeting at which the Director is elected. A Director Term ends immediately upon adjournment of the Member Meeting at which his or her successor is elected. A Director may not serve more than four (4) consecutive full Director Terms. The count of consecutive terms shall be reset to zero (0) upon the expiration of three (3) years from the date a Director ended his or her most recent term. Therefore, a Director disqualified under this provision and who is otherwise qualified is eligible to run as a candidate for a term commencing at least three (3) years after completion of the Director’s last term. Nothing in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors. Subject to Term Limits, any Director may succeed himself or herself.