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The Annual Meeting of the Members of Nishnabotna Valley Rural Electric Cooperative was held at the Vet's Memorial Auditorium in Harlan, IA, at 7:00 p.m. on Wednesday, August 12, 2020.

Every member has a vote in the cooperative business model. The member-owners are responsible for electing a Board of Directors to represent their best interests. The members also vote for changes proposed to be made to the Articles of Incorporation of the Cooperative. Currently, all votes of the members and tallying of votes is done at the Annual Meeting of Members, which is announced in several ways to the members to include a mailing to the member's home or business.

Director Elections

This year's Annual Meeting included the election of three (3) directors from Districts 1, 3 and 4. Each will serve for a 3-year term. The candidates were nominated for Director by the Committee of Nominations on May 28, 2020.

The Directors elected to Districts 1, 3, and 4 are as follows:

District No. 1: Gene Kenkel, Panama

District No. 3: Donna Olson, Kirkman

District No. 4: Tom Pattee, Avoca

Membership Votes to Pass Change to Articles of Incorporation

The Board of Directors has the responsibility of periodically reviewing the Articles of Incorporation of the Cooperative to determine if any modifications are in order. This year the Board proposed to amend the Articles to clarify who is eligible for membership, including joint memberships, add Director qualification criteria, update notice provisions to allow for electronic delivery, and open the door for the potential use of alternative voting methods.

The Cooperative Members were asked to cast a ballot at the annual meeting scheduled for August 12, 2020, for the proposed amendments to the Articles of Incorporation. Sample ballots for the proposed amendments were included in the July/August 2020 newsletter and official ballots were provided at the Annual Meeting.

The amendments related to membership eligibility clarify that member must be in good standing in order to be allowed to vote at a regular or special meeting. The amendments related to joint membership clarify that spouses are eligible to hold a joint membership. The amendments related to Director eligibility criteria add qualifications for becoming or remaining a Director. The amendment related to the voting methods allows the Board the ability to utilize alternative voting methods in the form set forth in the Bylaws. Before, members could only vote in person at the member meeting. It is contemplated that this method will remain, but the Board would also like to add the flexibility to offer alternative voting methods.

At the Annual Meeting, members voted in favor of the proposed amendments to the Articles of Incorporation. Should you have any questions regarding the Amendment changes, please do not hesitate to call or stop by the office. The full text of the proposed Amendment can be obtained here or at the office.

Summary of Amendments to the Articles of Incorporation Passed by NVREC Membership

The Board of Directors of the Cooperative reviewed the Articles of Incorporation of the Cooperative and determined that several revisions were in order. The amendments that were presented to the membership for a vote included both clean-up type changes and substantive changes and are summarized as follows:

1. Various Iowa Code references are updated and outdated or unnecessary text is proposed to be removed;

2. The word Association is used throughout instead of using both Association and Cooperative interchangeably;

3. Gender references such as "he" or "his" have been updated to be more gender neutral, such as "he or she" or "his or her" and other text clean-up changes have been proposed;

4. Membership eligibility provisions have been streamlined and clarified;

5. A provision is proposed to be added clarifying that a member must be in good standing in order to vote and language is proposed to be added allowing the Board to set forth voting procedures in the Bylaws;

6. Spouses have been identified as the ones eligible for joint membership and the rights of joint members clarified;

7. Notices to Directors of various meetings are proposed to be allowed to be given electronically instead of just by mail;

8. Director eligibility provisions are proposed to be added since the current Articles lack any specificity in this regard.