Bluebonnet Board Election Process
Bluebonnet Board Election Process
The bylaws of Bluebonnet Electric Cooperative, Inc. provide that the business and affairs of the cooperative shall be managed by a board of not more than 11 directors which shall exercise all of the powers of the Cooperative, except as such are by law or by the cooperative’s articles of incorporation or bylaws conferred upon or reserved to the members.
Currently, there are 11 directors on the cooperative’s board. At each annual meeting of the members (held the second Tuesday in May of each year) directors are elected by ballot by the members to serve for the term elected or until their successors are elected and have qualified. Directors are elected to staggered terms of three years, each, to succeed the directors whose term will expire at that time. A member who:
- is not a legal resident of a county that is served totally or partially by the cooperative (The member need not be a resident of the portion of the county served by the cooperative.), or
- is in any way employed by or financially interested in a competing enterprise, or a business selling electric energy or electric supplies to the Cooperative, or a business primarily engaged in selling electrical appliances, fixtures or electric supplies to the members of the Cooperative, or
- is the incumbent of or candidate for an elective public office in connection with which a salary is paid; or
- is an employee of the Cooperative, or any of its subsidiaries or affiliates
may not run for election for director or accept nomination to run for election for director.
No county shall at any time have more than two members on the board of directors of the cooperative.
In October of each year, the board of directors appoints a nominating committee consisting of not less than five nor more than 11 members who are selected so as to give equitable representation on the committee to the geographical areas served or to be served by the cooperative. Upon appointment, the committee will meet to elect their presiding officer and secretary and set a meeting date in January to interview and select nominees. The January date selected will be publicized in the December and January issues of Texas Co-op Power magazine. Prospective candidates for board vacancies are then interviewed and at least one, but not more than three candidates for each board vacancy are nominated by the committee. Notice of the candidates nominated is reported to the membership by the committee in the March and April issues of Texas Co-op Power magazine and/or by direct mail. A member may also be nominated by petition signed by 50 members of the cooperative, filed in the general manager's office in Bastrop, Texas, not less than 90 days prior to the annual meeting and the general manager will publish the names of those nominated by petition in the same manner as the nominees by the committee.
Notice of the annual meeting is mailed by the secretary of the cooperative providing the number of directors to be elected and showing separately the nominations made by the committee on nominations and the nominations made by petition. Nominations may additionally be made from the floor at the annual meeting.
Only members that are duly nominated can be voted upon for the office of director. If there are four vacancies to be filled, the four candidates receiving the highest number of votes shall be elected without runoff. In the event more persons have been nominated from a county than there are places to be filled for the office of director in such county, all candidates from that county whose vote tally is below the tally of the number of candidates necessary to fill that county’s quota of two directors shall not be elected, but passed over to the next highest candidates who do not exceed a county’s quota of not more than two directors.
At least 150 members present in person or represented by proxy shall constitute a quorum at the annual meeting.
Each member is entitled to one vote. Members may vote by proxy, but only if their proxy (a) is registered with the cooperative at its principal office before 5 p.m. on the fifth business day next preceding the date of the annual meeting, (b) is executed by the member in writing and designates the holder thereof who is a natural person or the proxy committee to cast his vote; (c) specifies the particular meeting at which it is to be voted, and (d) is dated not more than 90 days prior to the date of such meeting; Any mailed proxies not otherwise dated are deemed dated as postmarked if the postmark is satisfactory evidence. Memberships in the name of non-natural members may be voted by a person duly authorized by the member, either in person or by proxy.
A proxy may be unlimited as to the matters on which it is voted or it may be restricted. A proxy containing no restrictions is deemed unlimited. In the event a member executes two or more proxies for the same meeting, the most recently dated proxy revokes all others; if such proxies carry the same date and are held by different persons, none of them will be valid or recognized. A member’s personal presence and registration at the meeting will revoke the member’s proxy that was executed by the member for such meeting and the member will be entitled to vote in the same manner and with the same effect as if the member had not executed a proxy. Whenever a member is absent from a meeting but whose spouse attends the meeting, such spouse shall be deemed to hold and may exercise and vote the proxy of the member to the same extent that the member could vote if present in person, unless the member has given a written proxy to some other person eligible to vote his proxy.
The proxy committee of the cooperative consists of directors whose terms are not up for election. The committee will meet prior to the annual meeting to determine how unlimited proxy votes will be cast. The unlimited proxy votes held by the proxy committee will be cast as determined by a majority vote of the proxy committee. In the event that the proxy committee vote ends in a tie, the proxy votes will be cast proportionately with the vote of the proxy committee.