One of the responsibilities that falls on the Northern Electric board is to review the articles of incorporation and by-laws periodically. The last by-law amendments by the membership occurred in 2012 and had not been thoroughly reviewed since the merger in 1997.

The board notified the members that a committee had been formed and sought feedback in the April 2022 issue of Cooperative Connections.

The committee and board worked with legal counsel and management for over a year, finalizing this restatement for our members to consider and vote on.

“As a committee, we met several times in 2022,” said Mike Traxinger, District 1 Board representative and election committee member. “We unanimously recommended a set of updates and revisions to the board. After submitting those recommendations, the board of directors reviewed those changes and provided feedback.”

At the February 2023 meeting, the board unanimously agreed to a final version for the members to consider and vote on via mail. “The entire copy of the restatement was mailed to every member along with a ballot and a postage-paid ballot envelope,” continued Traxinger. Ballots returned to the Northern Electric offices by 4:30 p.m. on April 20, 2023, were considered and counted in the restatement process.

“The board appreciates the cooperatives’ membership involvement in this election and support to modernize our cooperative’s bylaws,” stated Traxinger.

The credentials and election committee then tabulated the results of the election. The committee consists of Mark Sumption, Fredrick; Wayne Holt, Aberdeen; Glen Larson, Aberdeen; Josh Larson, Columbia; Donna Sharp, Bath; Lance Vihauer, Mina; Katie Hansen, Turton; Malinda Fey, Ashton; and Julie Granstrom, Hitchcock.

 Key Points of Restated and Amended By-Laws

1. Modernizing Language 
• Clarifying that any type of entity may qualify for membership by adding trusts, estates, limited liability companies, partnerships and cooperatives to the current membership definition. 

• Allowing two non-married individuals to hold a joint membership. 

• Authorize members that are entities to designate an officer of the entity to vote on behalf of the entity and sign a director nominating petition. 

• Removes outdated language. 

2. Revisions in Response to COVID-19 
• Authorizes the board to delay, reschedule or suspend the annual member meeting due to a health emergency, natural disaster or other emergent circumstance. 

• Authorizes and permits members to participate in member meetings virtually, if authorized by state law. 

• Authorizes the cooperative to provide notice via mail and/or electronically, and if authorized by state law, allow for members to vote electronically. 

3. Updates to Board of Directors 
• Authorizes a designated representative of an entity member to run and be elected as a director, provided that the designated representative must reside in the district the entity is a member within. 

• Adds a qualification that a director must have the capacity to enter into legally binding contracts. 

• Allows an individual member or the designated representative of an entity member to serve as a director for 15 consecutive years, while also clarifying that such individual or designated representative cannot be a director for at least three years after such 15 consecutive year period. 

• Clarifies and adds language that the board can set various policies in accordance with the by-laws, including but not limited to policies on membership, districts, compensation, inspection of records, etc. 

4. Grammatical and Technical Corrections 
• The proposed changes include several corrections to ensure the use of consistent language, as well as language intended to clarify certain provisions.