2020 Valley Electric Bylaw Election FAQ

Click questions to reveal the answer.

Why did the bylaws need to be reviewed?
  • The Bylaws could be interpreted in different ways, which resulted in conflicting expectations. Based on issues over the last year, we wanted to clarify items to assist the membership.
How can members vote?
  • Online or by mail. If you have a valid email on file with Valley Electric, you also received voting information by email, as well as, a packet in the mail.
Why did the committee eliminate the $10 Membership Fee?
  • The committee felt that the fee was no longer necessary after doing research on the topic
Why was Article 1 section 4 'Conversion of Membership' removed?
  • The purpose of the bylaws is to define the rules of how the cooperative shall be governed, in accordance with the Articles of Incorporation.
  • The details of how to do something are placed in policies and procedures.
  • Article III Section 6 on voting and Article VI Sections 8-12 on Board Officer roles were removed for the same reason and will be placed in policy, which will all be reviewed by the Policy Committee.
In Article 1 Section 6 (Proposed 4) why were the terms 'Transmission, Distribution or Electric service' replaced with 'Cooperative Services'?
  • Rather than repeating the terms, the committee decided to summarize them as Cooperative Services
Why was Article 1 Section 5 Non-member patrons added?
  • This section addresses broadband services which are provided to subscribers or patrons, which may not be members. Patrons do not have the right to vote on cooperatives issues like a member does. This section would give the opportunity for a patron to receive capital credits.
Why were all the changes made in Article III Sections 1, 2, & 3 regarding the Annual, District, and Special Meetings?
  • The committee wanted to ensure that the purpose and agendas were clearly defined and that an efficient process for conducting business was outlined. The intent was to give more oversight to the members.
Why is it necessary to deliver Notice of a Members' Meeting not less than 25 days nor more than 50 days?
  • The intent is to make sure the notice is timely, gives members adequate notice while also coordinating with the petition timeline.
Why was the 30 - member threshold removed thereby leaving the quorum at a simple 2%?
  • It was simply a choice to be consistent with a quorum of 2% across all districts.
Why were voting details removed from Article III Section 6?
  • The fundamental purpose of the bylaws is to define the rules of how the cooperative shall be governed. Bylaws are high-level in nature, and typically ensure that the business follows the Articles of Incorporation, and outline membership meetings, director terms, and control provisions. The details of ‘how’ to do something is placed in policies and procedures. The Member Committee determined that the detailed voting language should be moved to policy. All policies are being reviewed by the Member Policy Committee, to be approved by the Board of Directors, and will be posted on the website.
Why has the Member Liaison Committee been inserted into the Nomination process?
  • The Member Liaison Committee is made up of members. This change would have the members recommending those who will sit on the Nominating Committee, rather than them being chosen directly by the Board. The idea is to get more member input and participation.
How will Director qualifications be vetted?
  • If this change passes, the Directors will go through a more thorough application process, with more qualifications being required to be a Director.
Why is a Credentialing Committee necessary?
  • The Credentialing Committee places the members in control of ensuring that the election process and the vetting of all candidates is conducted in accordance with the Bylaws.
Why was the petition threshold to remove a Director reduced from 10% to 5%?
  • This change lessens the burden on members desiring to go through the petition process. The committee agreed that a 5% threshold was more reasonable. They also lengthened the time period for signatures from 60 days to 120 days.
Why do Directors receive compensation?
  • Directors have the responsibility of overseeing a complicated and fast changing energy and broadband industry. This requires many hours of research, training, and work devoted to the Co-op. The Directors have received compensation for many years, this change just outlines that the compensation is governed by Policy. The policy has also existed for many years.
Why do regular board meetings require a ten (10) day notice while other meetings only require adequate notice?
  • Regular Board Meetings are scheduled well in advance, making a ten (10) day notice reasonable, as well as providing adequate notice for members to attend the meeting. Other Board Meetings include emergency and special meetings that may have little notice due to unusual or unforeseen circumstances. Adequate member notice may include one or more of the available digital communication means available.
Why was the Quorum language changed in Article V section 4?
  • The language was simplified to improve clarity and understanding.
Why have Article VI, Sections 8-12 been removed?
  • The fundamental purpose of the bylaws is to define the rules of how the cooperative shall be governed. Sections 8-12 of Article VI are policies and procedures and will be reviewed by the Policy Committee to ensure they are clear and concise.
Why did the committee reduce the threshold to amend the bylaws from two-thirds (2/3) to a majority?
  • State law requires a simple majority not a two-thirds majority to amend bylaws.
What is the advantage of lowering the percentage required to submit a bylaw petition from 10% to 2%?
  • The 2% threshold matches the quorum requirement, making is easier for members to submit a bylaw amendment. The proposed change will still go to a vote of the entire membership.
  • This is one more example of where these bylaw revisions are shifting more control to the membership.
What's Next?
  • The bylaw initiative is an ongoing effort that may take several years. The Member Liaison Committee is committed to continuing to work on making the bylaws member focused. Several bylaw issues are already on our agenda for 2021, including district realignment & boundary discussions, along with concerns of director elections being decided by a plurality vs. a majority vote. The changes suggested in the current bylaw’s election is to assist the membership in having a transparent understanding of each article and section.

Frequently Asked Questions answered by:
VEA Committee Members, a VEA Board Member and VEAs Chief Executive Officer: