Title
Draft Resolution - Approval to Establish 2025 Annual Membership Meeting Date and Location - A Hagen
Other Information
Submitted By: Aisha Hagen
Department: Legal Services
Financial Impact and Cost/Benefit Considerations: Expenditures for Annual Meeting will be included within the Cooperative's Budget for 2025; no additional staff time expected (other than ordinary processing requirements).
Discussion
Pursuant to the Cooperative’s Bylaws Article II Section 1, the Board designates the date and location of PEC’s Annual Meeting. Generally, the date is on a Saturday in the second quarter of the calendar year, or such date and time each year, as may be designated by the Board. The Annual Meeting may be in any county in which the Cooperative provides service. The Cooperative shall designate the date and location no later than the last quarter of the calendar year preceding the Annual Meeting.
In November 2019, the 2020 Annual Meeting was set to be held in Johnson City, Texas at the Cooperative’s Headquarters. In February 2020, the Cooperative discussed hosting community engagement events throughout its territory to broaden its interaction with the community in addition to the Annual Meeting. At the March 2024 Board meeting, member events and the 2024 Annual Meeting were discussed. The Cooperative hosted community events in Dripping Springs in April and Junction in September and has plans to host other community events in October in Cedar Park and Buda. For 2025, community events are expected to be held throughout the territory.
The proposal is to host the 2025 Annual Meeting at the Cooperative’s E. Babe Smith Headquarters in Johnson City, Texas on June 20, 2025 prior to the regularly scheduled June 2025 Board meeting.
Bylaws, Article II, Section 1. Annual Meeting. The annual meeting of the Members shall be held on a Saturday in the second quarter of the calendar year, or such date and time each year, as may be designated by the Board of Directors of the Cooperative, at such place in any county in which the Cooperative provides service as is designated by the Board of Directors of the Cooperative no later than the last quarter of the calendar year preceding the annual meeting ("Annual Meeting"). The purposes of the Annual Meeting are to elect Directors and transact such other business as listed in the notice of the Annual Meeting. If the election of Directors shall not be held on the day designated by the Board of Directors for any Annual Meeting, or at any adjournment thereof, the Board of Directors of the Cooperative shall cause the election to be held at a Special Member Meeting . . . as soon thereafter as may be convenient. Failure to hold the Annual Meeting as designated herein shall not result in forfeiture or dissolution of the Cooperative. At the Annual Meeting, a report shall be provided regarding the activities of the Cooperative during the past year, and audit reports of the accounts, books and financial condition presented to the Board shall be submitted to the Members.
Body
BE IT RESOLVED BY THE BOARD OF DIRECTORS that the 2025 Annual Meeting of Pedernales Electric Cooperative, Inc. (“PEC”) be held within the PEC service territory at the Cooperative’s E. Babe Smith Headquarters in Johnson City, Texas, on Friday, June 20, 2025, at 9:00 a.m.; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the Chief Executive Officer, or designee, is authorized to take all such other actions necessary to implement this resolution.