Victory Electric is a locally owned and operated business, and the board of trustees is elected by the membership. Like you, they are cooperative members but with a special perspective.
Your board is comprised of members living throughout the Victory Electric service area, and they are local citizens with the best interests of members, the community and the cooperative always in mind. The business and affairs of the cooperative are directed by the board of trustees, whose primary function is planning and policy oversight, establishing the long-term objectives of the cooperative, and providing resources to meet those objectives. Board members work closely with the CEO and senior staff to review progress, ensure accountability, make strategic decisions, and stay current on an increasingly complex business.
The cooperative territory is divided into districts, all of which are represented by a trustee. Trustees are elected at the annual meeting for three-year terms of office.
At Victory Electric, your voice matters. For more than 74 years, we’ve been owned and governed by members like you. Your vote in our annual board election is your voice in your cooperative, a chance to weigh in on leaders who will represent you and your interests.
For those interested in the process of becoming a trustee for Victory Electric, please carefully review article IV of the cooperative bylaws. The summary below is not intended to replace the bylaws but only to help the interested person understand important deadlines such as when petitions are due and gain a general understanding of the overall process. Each candidate for a trustee position should carefully read the bylaws and understand the procedures.
Election Information and Qualifications
Any person who meets the following qualifications from Article 4, Section 4 of the cooperative bylaws is eligible to serve as a trustee.
A) General trustee qualifications
To become and remain a trustee, a person must comply with the following general qualifications:
- Be an individual.
- Have the capacity to enter into legally binding contracts.
- Not have been previously removed or disqualified as a trustee by the board of trustees.
- Be a high school graduate or have earned an equivalent degree or certification.
- Except as otherwise provided by the board for good cause, attend at least a majority of all board meetings during each twelve (12) month period commencing with the trustee’s election to the board.
- While a trustee or before becoming a trustee, not to be convicted of or plead guilty to a felony.
B) Qualifications based on trustee’s membership
To become and remain a trustee, a person must comply with the following membership qualifications. While a trustee and during the one (1) year immediately prior to becoming a trustee:
- Be a member.
- Have as the trustee’s principal residence a residence served by the cooperative within the district that the trustee represents or shall represent. A trustee’s principal residence shall be determined as the place where the trustee holds a driver’s license and voter registration, where the trustee receives correspondence and is shown as the trustee’s address on federal and state income tax returns, and which the trustee actually occupies and resides for at least fifteen (15) days in each month.
C) Independence qualifications
To become and remain a trustee, a person must comply with the following independence qualifications:
- While a trustee and during the three (3) years immediately before becoming a trustee, not be an employee of the cooperative or of another electric cooperative or entity in which the cooperative is a member or an owner.
- While a trustee, not be a close relative of an acting trustee. A “close relative” shall mean any person who, by blood or marriage, is within the third degree of kinship to the principal.
- While a trustee and during the three (3) years immediately before becoming a trustee, not receive or have a close relative that receives more than ten (10) percent of annual gross income, other than insurance or trustee compensation, directly or indirectly from the cooperative.
- While a trustee and during the three years (3) immediately before becoming a trustee, not advance or have a close relative, or be a member or owner of an entity that advances the individual’s or entity’s pecuniary interest by competing with or providing a good or service similar to a good or service provided by the cooperative.
- While a trustee, not be employed by another trustee or receive more than ten (10) percent of annual gross income from another trustee or an entity in which another trustee owns any interest.
1. Nominations by Committee
Each year, the board appoints a nominating committee, whose members are selected as to give equitable representation on the committee to the membership of the cooperative. The nominating committee must prepare and post its list of nominations for director at least 60 days prior to the annual meeting. In preparing its list of nominations, the nominating committee meets to review candidates and résumés. The committee considers a candidate’s background, skills and the value he or she could bring to the governance of the cooperative. The nominations committee then recommends candidates who are qualified to serve as a trustee. There are no bylaws governing the number of candidates put forward by the nominating committee. The committee may nominate more candidates than there are open seats, or fewer.
If you wish to be considered by the committee, submit of letter of interest to the CEO or current board president. Article 4, Section 4 of the bylaws outlines nominations.
It shall be the duty of the board to appoint, not more than one hundred twenty (120) days before the date of a meeting of the members at which trustees are to be elected, a committee on nominations consisting of not less than two (2) nor more than three (3) members from each district for which trustees are to be elected. Such members shall reside within the district for which they shall nominate proposed trustees, and a member may nominate proposed trustees only from the district in which they reside.
No member of the board of trustees shall serve on such committee. The committee shall prepare and post at the principal office of the cooperative at least sixty (60) days before the meeting a list of nominations for trustees which may include a greater number of candidates than are to be elected.
2. Nominations by Petition
Nominations for a trustee position may also be made by petition if filed at the cooperative no later than 45 days prior to the annual meeting. Petitions must include the candidate’s name, voting district and required 25 valid member signatures. Qualified petition candidates will have their names listed on the trustee election ballot with candidates nominated by the nominating committee. A notation on the ballot will indicate whether a candidate was nominated by the nominating committee or by petition. Call Victory Electric further information.
Any fifteen (15) or more members residing within a district acting together may make other nominations by petition for the trustee position within that district not less than forty-five (45) days prior to the meeting, and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The secretary shall be responsible for mailing with the notice of the meeting, or separately, but at least ten (10) days before the meeting, a statement of the number of trustees to be elected and the names and addresses of the candidates specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any.
Trustees of the cooperative are responsible for directing the business and affairs of the cooperative and have the ability to exercise all of the powers of the cooperative. Understandably, these duties come with a range of qualifications and responsibilities. We want to ensure board candidates are committed to having the time that being a trustee requires.
Being an effective board member does take a significant time commitment to the task at hand. Listed below are some typical events/meetings trustees are expected to attend.
- Monthly board meeting – typically 9 a.m. to 4 p.m. once per month
- NRECA, regional and other national meetings as needed – 1-2 weeks per year
- Victory Electric annual meeting – an evening meeting typically on the second Tuesday in April
- Strategic planning – 2-3 days per year at an offsite location
- Safety meetings – one meeting per year
- Certified Cooperative Director (CCD) Certification – trustees are highly encouraged to obtain this certificate within their first term (3 years). The CCD consists of five (5) one-day courses.
*Trustees are provided a meeting per diem and reimbursed travel costs for Victory Electric business meetings and events.
Upon election to the board, trustees undergo training at the cooperative to learn about Victory Electric specifically and are also highly encouraged to complete the Credentialed Cooperative Director (CCD) certificate within their first term. The CCD certificate program includes courses about trustee duties and liabilities, understanding the electric business, board operations and process, strategic planning, and financial decision-making.
Board members can also earn the Board Leadership Certificate (BLC) and Director Gold Credentialed (DGC) certificate to further enhance knowledge and training gained in the CCD process. The BLC requires 10 additional courses on topics including the cooperative business model, governance, finance, communications, technology, and risk management. The DGC requires three additional credits from the BLC series of courses.
- Starting in December/January, the call goes out for interested candidates. Anyone interested in running can submit a letter of interest to the CEO or current board president for nomination committee consideration.
- Not more than 120 days prior to the annual meeting, the Victory Electric board of trustees appoints a nominating committee for the election scheduled in April.
- The nominating committee will recommend and post, no later than 60 days before the annual meeting, candidates who are qualified to serve as a trustee for the districts up for election.
- Nominations for a trustee’s position may also be made by petition, if filed at the cooperative no later than 45 days prior to the date of the annual meeting.
- Ballots will be mailed in the annual report to district members qualified to vote between 10 and 20 days prior to annual meeting. Ballots must be returned by 5 p.m. on the day prior to the annual meeting to be counted.