Title
Qualifications and Elections Committee (QEC) Recommendation of Qualified Candidates - QEC Representative
Other Info
Submitted By: Michael Butler
Department: Legal Services
Financial Impact and Cost/Benefit Considerations: None
Discussion
The Qualifications and Elections Committee will provide its final recommendation to the Pedernales Electric Cooperative, Inc. (PEC) Board of Directors of the qualified Director Nominees/Board Candidate Applicants for the 2025 Annual Director Election.
Pursuant to Section 6.2.1.9 of the Election Policy and Procedures, at least 2 months prior to an election, the Qualifications and Elections Committee will present to the Board the slate of qualified Candidates based on the inquiry [into the Bylaws eligibility requirements].
At the February 2025 Board meeting, the Board approved the Qualifications and Elections Committee members, or alternatives, to review all Director Nominees/Board Candidate Applicants for the 2025 Annual Director Election.
The Bylaws and the Election Policy and Procedures of PEC provide for the verification by the Qualifications and Elections Committee of the qualifications of Director Nominees/Candidate Applicants for the election of directors for PEC’s Board of Directors.
PEC's Bylaws Article 3 Section 3 - 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 [the] 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.
Article III Section 2 of the Bylaws details the actual “Director Qualifications.”
Election Policy and Procedures
Pursuant to Section 6.2.1.7 of the Election Policy and Procedures, the Qualifications and Elections Committee, with the assistance of the General Counsel, will recommend and report to the Board whether Candidate Applicants are qualified and eligible for election or service as a Director in Article III of the PEC Bylaws.