Title
Draft Resolution - Approval of 2025 Election Timeline and 2025 Election Communications Plan - A Stover/C Tinsley Porter
Other Info
Submitted By: Andrea Stover
Department: General Counsel/External Relations
Financial Impact and Cost/Benefit Considerations: N/A
Discussion
Section 3.2 of the Pedernales Electric Cooperative Inc. (PEC) Election Policy and Procedures provides that “at a Regular Board Meeting at least [six] 6 months prior to each Annual Meeting, the General Counsel or designee will develop and present to the Board a proposed timeline, with specific dates and deadlines for election-related events . . . ("Election Timeline").” After such presentation in accordance with Section 3.2, “[t]he Board will consider, amend (if desired), and approve an Election Timeline at least [five] (5) months prior to each Annual Meeting.” The proposed Election Timeline sets out the key dates relative to the 2025 election to be held before the PEC Annual Meeting, currently scheduled for June 2025 (“2025 PEC Election”).
Given the PEC Annual Meeting is more than six (6) months away, the PEC Board may now review and approve the 2025 Election Timeline.
In addition, Section 7.3 of the PEC Election Policy and Procedures provides that “at or before the Regular Board Meeting five (5) months before an election, the PEC Communications Department will present to the Board an Election Communications Plan (“Communications Plan”), outlining the communications efforts that will be employed to inform PEC members of the issues in any Non-Director Election and the Candidates, and the contact information for Members who have questions about the election process.”
Section 7.3 of the PEC Election Policy and Procedures also provides that “at a minimum, the Communications Plan will include prominent references to the Election on PEC’s Internet site, posting of Candidates’ biographical materials and conflict-of-interest certification and disclosure forms of Candidates, use and distribution of printed materials and information on how to obtain answers to Election-related questions, obtain Ballots (including replacement Ballots), and cast Ballots; and PEC Corporate Statistics in a form approved by the Board in the Communications Plan . . . . PEC Corporate Statistics may be communicated multiple times during the election cycle as approved in the Communications Plan.”
Given the PEC Annual Meeting is more than five (5) months away, the PEC Board may now review and approve the 2025 Communications Plan.
Body
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that pursuant to Sections 3.2 of the PEC Election Policy and Procedures, the Election Timeline in the form presented to the Board, and with any changes approved by the Board, is adopted as the 2025 Election Timeline and Communication Plan for the 2025 PEC Election; and
BE IT FURTHER RESOLVED that pursuant to Section 7.3 of the PEC Election Policy and Procedures, the Communications Plan in the form presented to the Board, and with any changes approved by the Board, is adopted as the 2025 Election Communications Plan for the 2025 PEC Election; and
BE IT FURTHER RESOLVED that the Chief Executive Officer, the General Counsel, or their designees, are hereby authorized to take all such action as may be necessary to implement this resolution and conduct the 2025 PEC Election.