Whereas, Directors are subject to 24-hour call from members of the Association and regularly confer and consult with members; and
Whereas, in addition, Directors must attend meetings of the Board; and such committee assignments incurred by them in performing their duties; and
Whereas, in these capacities, it is not possible to accurately keep the time and expenses incurred by them in performing their duties; and
Whereas, the Board desires to establish a fixed sum to be paid monthly to each Director, which sum shall be in lieu of detailed accounting of expenses incurred and for compensation in the performance of their duties;
However, Directors will be reimbursed for mileage for the use of a personal vehicle for out-of-town business trips. Reimbursement for mileage shall be the amount allowed by the Internal Revenue Service. Personal liability insurance is required on any personal vehicle used in this capacity.
Now therefore, be it resolved by the board,
That each Director be and he is hereby granted the sum of $800 per month with an additional compensation of $300 per month for President and $100 per month for Vice-President and Secretary/Treasurer. In addition, $200 shall be paid for attendance at a regular monthly board meeting, including board members considered present through remote participation. In lieu of detailed accounting of expenses incurred, and for compensation, in the performance of their duties which the Board finds, determines, and adjudicates to be fair and reasonable. That each Director will be reimbursed for mileage for the use of a personal vehicle for out-of-town business trips.
That resolutions heretofore adopted by the Board in this regard be and are hereby repealed.
That this shall be effective as of July 1, 2019.
Responsibility: Board of Directors, Manager and Office Manager
Date Approved: January 14, 1992
Amended March 12, 2013
Amended June 6, 2013
Amended June 12, 2019
Effective Date: January 1, 1992; July 1, 2013; July 1, 2019
Policy No. 125
Board of Director Qualifications & Eligibility
Purpose of Policy:
To Publish the Qualifications for Election or Appointment to, and for Service on, Northeast Mississippi Electric Power Association’s (hereinafter NEMEPA) Board; and to Establish a Related Procedure and Affirmation Form.
Policy Content:
General. Certain minimal qualifications are required by basic law and NEMEPA's bylaws for one to be eligible to be elected or appointed to, and to serve on, the NEMEPA Board. It is the ultimate legal responsibility of the Board to ensure that these requirements are met and complied with: If the Board should determine that an incumbent, nominee or potential appointee lacks or has lost any of the necessary legal qualifications, it is the duty of the Board to remove such incumbent or to declare such nominee or potential appointee ineligible for election, whichever may be the case. By adopting, publishing and appropriately disseminating this Policy and the attached related Affirmation Form, it is the Board's respectful hope that Board member incumbents, nominees or potential appointees will not only be fully apprised of these requirements, but mindful of their importance in deciding whether to continue or commence service on the Board.
Requirements.
General Legal Requirements. Basic law provides that a person, to be eligible for election or appointment to, and to serve on, NEMEPA's Board shall, among other things:
be obedient to NEMEPA by adhering to all applicable requirements of law, NEMEPA's articles and bylaws, and NEMEPA's duly made decisions;
be loyal to NEMEPA, acting at all times in good faith for its best interests;
be unaffected by any continuing and substantial personal interest that is in conflict with the best interests of NEMEPA;
be possessed of the minimum knowledge and skills necessary to manage the affairs of NEMEPA; and
be willing to devote such time and effort to the duties as a Board member as may be necessary to manage NEMEPA's business and affairs.
Bylaw Requirements. NEMEPA's bylaws provide that a person, to be qualified and eligible for election or appointment to, and to serve on, NEMEPA's Board, in addition to the current qualifications, shall:
Be an individual member of NEMEPA (a natural person); no person shall be eligible to become or remain a director or to hold any position of trust in the Association who is not an active member in good standing of the Association, has not been a bona fide resident of the district from which they are to be elected for 3 years immediately preceding the nomination to directorship, or who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy.
Must not be in any way employed by or financially interested in a competing enterprise or business, which shall include any other utility or business selling or distributing any product or energy resource such as the sale of electric energy, natural or butane gas or other alternative energy sources such as but not limited to solar energy; or any enterprise or business which supplies the Association with significant electrical energy supplies, apparatus or components of the Association’s electrical transmission system, such as wiring, transformers, poles, metering products, or similar items or which provides television, internet, communications, fiber or broadband products or services;
Have the reasonable skills, experience and background requirements for being eligible to serve or continuing to serve as a Director established by the Board of Directors.
No person shall be eligible to become or remain a Director who has been finally convicted of or pled guilty to a felony or misdemeanor involving moral turpitude.
No person shall be eligible to become or remain a Director who has brought suit as a plaintiff, or participated in said capacity, in an ongoing lawsuit or arbitration against the Association or its officers, employees or directors for a period of at least 5 years prior to being eligible to run.
Must be at least 21 years of age.
Have not been an employee of NEMEPA within 5 years of the date of the individual's prospective election to the Board.
Not be a close relative, as defined in the Bylaws in subsection b of Section 8, Compensation, Reimbursement, Employment of Relatives, Article IV, Directors, of an incumbent director, or the director being replaced, or of an employee of the Association.
Board Requirements. To be eligible for election or appointment to, and to serve on or continue to serve on NEMEPA's Board, an individual must meet following additional requirements, established by NEMEPA's Board:
Have the capacity to enter into a legally binding contract.
Within 2 years of becoming a Director, unless excused by the Board of Directors for good cause, receive a Credentialed Cooperative Director designation or Director Certificate or similar certification from the National Rural Electric Cooperative Association. Directors elected prior to 2013 are exempt from this requirement.
Unless excused for good cause by the Board of Directors, attend at least 2/3 of all Board meetings during any 12 month period.
If a candidate for Director was employed by NEMEPA in excess of 5 years from the last date of employment and is elected, that Director shall be prohibited from discussion and voting on any issue relating to retirement and/or insurance benefits if some are being collected, or if said Director is eligible to receive such benefits during the term of the Director.
Not be a contractor, supplier, sub-contractor, or employee thereof, which contractor, supplier or sub-contractor earned more than 40% of its gross revenue from NEMEPA currently or within any of the 5 years immediately preceding the individual's prospective election to the Board.
Not be a close relative (as defined in subparagraph F above) of a contractor, supplier, sub-contractor, or employee thereof, which contractor, supplier, or sub-contractor earned more than 40% of its gross income from NEMEPA currently or within any of the 5 years immediately preceding the individual's prospective election to the Board.
All officials elected to federal, state, city or county office are prohibited from running for election to the NEMEPA Board of Directors
Procedure for Policy Implementation. This Policy shall be implemented as follows:
It shall be timely explained each year in NEMEPA's newsletter.
Immediately after receipt of any nomination by petition, NEMEPA shall furnish the nominee with a copy of this Policy to ensure that he/she is qualified in accordance with it.
The Board, in filling any vacancies occurring on the Board, shall ensure that an appointee is first fully apprised of this Policy and is qualified in accordance with it.
In any event, all persons actually nominated or being considered for appointment as directors shall, prior to election or appointment, be requested to read this Policy and to then execute the Affirmation Form. If a potential appointee or nominee refuses to execute the Affirmation Form or qualifies his execution in any manner that the Board considered to be unfavorable to the best interests of NEMEPA, the appointment shall be withheld or, as to the nominee, the Board may inform the members of such fact prior to the election or disqualify the nominee, whichever it determines to do in the facts and circumstances existing.
In any event, the Board shall not allow voting on any nominee, or it shall refuse to seat any nominee elected, as the case may be, who is determined by it to be ineligible under this Policy.
