The proposed bylaw updates are a compilation of work by the Membership Ambassador Bylaw Committee, Board of Directors, Management, General Counsel and an outside auditor. The six general sections proposed for change, by and large, reflect modern-day business practices and general language cleanup. The original bylaws were adopted more than 50 years ago and periodically need to be updated. The bylaws were last updated in 2011.
1. RECOMMENDED CHANGE TO ARTICLE I, SECTION 1, ITEM B
This provision clarifies that membership is open to those who purchase transmission, distribution services, or electric service directly from VEA. This ensures that a person must be connected to VEA’s electrical system, within its service territory, in order to be a member. Persons who only purchase broadband, or persons who live outside the service territory and purchase services from VEA’s subsidiaries do NOT qualify for membership.
2. RECOMMENDED CHANGE TO ARTICLE II, SECTION 1
The purpose of this change is to clarify that if a subsidiary or division is dissolved, the proceeds flow to Valley Electric Association, Inc., thus remaining with the members.
3. RECOMMENDED CHANGE TO ARTICLE IV, SECTION 2, ITEM A
The purpose of this change is to clarify that only members who receive energy through Valley Electric Association, Inc.’s distribution system shall meet the requirements to serve on the Board of Directors. This is in anticipation of Energy Choice and open retail markets.
4. RECOMMENDED CHANGE TO ARTICLE IV, SECTION 4 & SECTION 5
The purpose of the revision to Section 4 is to lower the minimum number of candidates from two to one. This does not limit the total number of candidates. This change is at the request of the smaller outlying Districts, which do not typically have competitive elections.
5. RECOMMENDED CHANGE TO ARTICLE VI, SECTION 11
The purpose of the revision is to clarify that the Board of Directors approves the powers, duties and compensation of the Chief Executive Officer and General Counsel.
6. RECOMMENDED CHANGE TO ARTICLE VII, SECTION 1, 2 ITEMS A, B & C
The purpose of the changes is to ensure that Valley Electric’s tax-exempt status continues now that broadband is among the services VEA provides to members as well as consumers outside of our service territory. These revisions also help assure that members who take electric service retain control and voting rights of the Cooperative. Consumers who receive service outside of the service area, such as broadband, can receive patronage but this in no way gives them membership or voting rights. The revisions also stipulate that for the purposes of determining patronage capital, margins and losses will be calculated separately for each cooperative service. The revisions include new definitions and renumbering of the sections.