Responsibilities of the Board of Directors

Serve as the link between the cooperative membership and the President & CEO, the Board provides the vision and guidance for the organization.

By regularly monitoring the governance policies, the Board ensures that the cooperative is ethically managed.

Through the regular examination of fiscal reports, the Board monitors the cooperative’s financial health.

the Nitty-Gritty

The Board meets monthly on the third Monday of the month in the Board Room at the Headquarters from 5:00-8:00 p.m. with a working dinner served at 6:00 p.m.

Most of the work is done between meetings via email and/or face-to-face meetings that involve committee work. Directors contribute an average of 8 to 10 hours monthly. Currently, Board Members receive a meeting fee of $300 per meeting, $250 per committee meeting and $100 per day for other activities. Mileage is also paid for miles driven to attend board meetings and other company business.

Monthly allowances toward telecommunications services are also included.

Qualifications

Board Members Qualifications:
To be eligible to become or remain a director of the Cooperative, a person:

(a) must be a member, or designee of a firm, association, corporation, partnership, body politic or political subdivision member;

(b) must maintain primary residence in an area which the Cooperative serves;

(c) must have an account with the Cooperative for which there have been no more than two (2) delinquencies during the twelve (12) months immediately preceding nomination or appointment;

(d) can not have been convicted of, pled guilty to, or entered a plea of no contest to a felony crime;

(e) cannot be employed by the Cooperative, or have been employed by the Cooperative within thirty-six (36) months immediately preceding election or appointment as director, or be employed by or financially interested in a business engaged in selling telephone or other communications services or supplies in competition with the Cooperative.

Responsibilities and Conduct

Responsibilities

Individual Directors are fiduciaries owing the Company and its members the duties of loyalty, obedience, and due care in the management of the Company for the best interests of the Company. In the pursuit of these duties, Directors are expected to:

(a) regularly attend meetings of the Board of Directors, meetings of the Members, and meetings of any Company committees to which they have been appointed;

(b) attend Company or industry educational meetings;

(d) inform themselves as necessary to participate in voting on Board of Director decisions or actions;

(e) support the decisions made by the Board of Directors, while respecting minority viewpoints;

(f) not criticize board decisions or actions disagreed with.

(g) avoid conflicts of interest and the use of undue influence on Company activities;

(h) recognize, maintain, and preserve the confidentiality of privileged, confidential, proprietary, or personal Company business and personnel information

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How Many Directors Are Elected Each Year?

Three directors shall be elected each year for a term of three years each.

How Long Is The Term For Board Of Director?

No director may serve more than four full terms on the Board.

Which Seats Are Up For Election In 2022?

The following seats will be up for election:

South Central Area (Incumbent Gary Scheiderer term limits expire in 2022).

Northeast Area (Incumbent C.F. Pagliai, Jr.)

Northwest Area (Incumbent Mitch Peiffer)

What Are The Geographic Areas?

The general geographic areas shall be known as the northwestern area (consisting of the following exchanges: New Boston, Bucklin, Ethel, New Cambria, Prairie Hill and Bynumville), the northeastern area (consisting of the following exchanges: Atlanta, Bevier, Callao and Excello), the southwestern area (consisting of the following exchanges: DeWitt, Bosworth, and Hale ), the south central area (consisting of the following exchanges: Salisbury and Forest Green) and the southeastern area (consisting of the following exchanges: Clifton Hill, Huntsville and Jacksonville). There shall always be two directors from each geographic area, except the southwestern area which shall have one director.