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 that 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.
To run for election for director or accept nomination to run for director, a member:
- Must be at least 21 years of age;
- Must be in good standing with the Cooperative (not be in violation of any provision of Bluebonnet’s charter, tariffs or bylaws, and not have a claim or litigation pending against the Cooperative);
- Must be of good character or general reputation, not been convicted of violating a federal or state penal statute involving moral turpitude or dishonesty, and not been convicted of a felony;
- Must be a legal resident of a county in the district that is served totally or partially by the Cooperative. The member need not be a resident of the portion of the county in the district served by the Cooperative;
- Cannot be 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;
- Cannot be an incumbent of or a candidate for an elected public office in connection with which a salary is paid; or cannot be an employee of the Cooperative or any of its subsidiaries or affiliates.
Only members who are duly nominated can be voted upon for the office of director. Candidates must use the Application for Nomination of Candidate form provided by Bluebonnet and available at any of the co-op’s five member service centers in Bastrop, Brenham, Giddings, Lockhart or Manor, at the co-op’s headquarters in Bastrop, or online.
The completed Application for Nomination of Candidate form must be filed in any Cooperative member service center no later than 4 p.m. 90 days before the annual meeting. Completed applications must either include at least 50 signatures by members residing within the director district for which the election is being held, or a money order or certified check for the $250 filing fee.
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 5:30 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.