TAYLOR ELECTRIC COOPERATIVE - TaylorEC2101_ 12/11/20 10:14 AM Page 18 Taylor EC News

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TAYLOR ELECTRIC COOPERATIVE - TaylorEC2101_ 12/11/20 10:14 AM Page 18 Taylor EC News
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       Taylor EC News

       1 8 TEX AS C O-OP POWER JAN UARY 2021   TAY LO R E LE CT R I C COOP ER AT I VE
TAYLOR ELECTRIC COOPERATIVE - TaylorEC2101_ 12/11/20 10:14 AM Page 18 Taylor EC News
TaylorEC2101_ 12/11/20 10:14 AM Page 19

                                                                                      Taylor Electric
                                                                                      Cooperative

                                                                    SAVE              CONTACT U S
                                                                    THE               226 county road 287, Merkel

                                                                    DATE              p.o. Box 250, Merkel, tx 79536
                                                                                      Phone (325) 793-8500
                                                                                      Web taylorelectric.com

                                                                    Taylor Electric   President/CEO
                                                                                      Ryan Bartlett
                                                                    Cooperative       Board of Directors
                                                                    Annual Meeting    Cecil Davis, Board chairman, Zone 1
                                                                                      Leland Robinson, Board vice chairman, Zone 1
                                                                    April 22, 2021    David McFall, Secretary-treasurer, Zone 2
                                                                                      Garland Carter, Zone 2
                                                                                      Richard Petree, at-large
                                                                                      Kathryn Rainey, Zone 3
                                                                                      Gay Simmons, Zone 3
      lySenkoa le x a nd er | i Sto c k .c o M

                                                                                                                  For information and
                                                                                      24/7                        to report outages,
                                                                                                                  please call us.
                                                                                      Outage                      LOCA L

                                                                                      Hotline                     (325) 793-8500

            DID YOU KNOW?                                                             HANDY WAYS TO PAY YOUR B I LL

                                                                                      ONL I NE
            It takes 50,000 watts to
                                                                                      taylorelectric.com
            power the 32,256 LEDs on
            the ball dropped in Times                                                 TAY LOR E L ECT R I C APP
            Square on New Year’s Eve.                                                 available on your apple or android device.
            In 1907 the original ball had
                                                                                      BY PHONE
            100 25-watt bulbs.
                                                                                      (325) 793-8500
                                                                                      payments credited immediately.
            ogi v u k | i Stock .c o M
                                                                                      I N PE R SON
                                                                                      Hours Monday–Friday, 7:30 a.m.–5:30 p.m.
                                                                                      Merkel 226 cr 287, Merkel 79536
                                                                                      Abilene 7966 Highway 83, abilene 79602
                                                                                      payments credited immediately.

                                                                                      D ROP BOX
                                                                                      Merkel office at front gate.
                                                                                      Abilene office next to first door on the left .
                                                                                      payments credited next business day.

                                                                                      PAY STAT I ONS
                                                                                      • cash Saver, 155 Sayles Blvd., abilene
                                                                                      • united Supermarket, 2160 pine St., abilene
            POWER TIP                                                                 • check express, 906 e. Broadway ave.,
                                                                                        Sweetwater
            When you’re finished baking,                                              payments credited next business day.
            turn off the oven and then
            open the oven door to let                                                 V I S I T U S ONL I NE
            heat radiate into the home                                                taylorelectric.com
            rather than exhausting it
            outside with a fan.

            M arol
            ca pod iale
                      nd| erSen
                          i StockHu
                                  .c o M n | i Sto c k .c o M
                                     d So

     tay lore le ct ric.c oM                  •    (325) 793-8500                          Ja nua ry 2021 T E X AS C O -OP POW ER 1 9
TAYLOR ELECTRIC COOPERATIVE - TaylorEC2101_ 12/11/20 10:14 AM Page 18 Taylor EC News
TaylorEC2101_ 12/11/20 10:14 AM Page 20

       Nominating Committee
       To Meet February 16                                                                                      Taylor EC Nominating
                                                                                                                Committee
       Candidate applications due February 1 at 5:30 p.m.
                                                                                                                Zone 1—Taylor County
       Tay lo r E l E CT r i C C o o p E r aT i v E ’ S N o M i N aT i N g
                                                             Committee will meet                                Craig Bessent, Chairman,
       February 16 at 10 a.m. to elect candidates for the 2021 board of directors                               (325) 692-5937
       ballot.                                                                                                  Colleen Richards, (325) 829-7228
          Committee members, who each represent a zone within Taylor EC’s serv-
                                                                                                                Zone 2—Callahan, Eastland, Jones
       ice territory, will screen and interview applicants to be placed on the ballot.
                                                                                                                and Shackelford counties
       Voting for the director seats will take place at the 82nd annual meeting.
                                                                                                                Tom Edd Johnson, (806) 928-8872
          If you or someone you know is interested in running for a seat on the
                                                                                                                Ashley Thompson, (325) 529-6643
       board of directors, an eligibility checklist can be found below, and the
                                                                                                                Dee Vinson, (325) 668-6096
       application begins on Page 21. Additional copies are available at Taylor
       EC’s headquarters.                                                                                       Zone 3—Coke, Fisher and Nolan
          Applications are due by 5:30 p.m. February 1. Completed applications                                  counties
       can be mailed or faxed to the Taylor EC headquarters:                                                    Terry Locklar, (325) 320-6349
          Taylor Electric Cooperative, Attn: Nominating Committee                                               Jesse Mulanax, (325) 235-4278
          P.O. Box 250, Merkel, TX 79536                                                                        Mary Ussery, (325) 798-3645
          Fax: (325) 793-9680

       How To Serve as a Taylor EC Director
       Requirements To Serve                                            such as wholesale power contracts,      for extended overnight travel each year.
       as a Director:                                                   loan agreements and construction           Local board policy requires directors
       e Be a Taylor Electric Cooperative mem-                          contracts.                              to secure certification through the
           ber in good standing for 10 years.                       e   Hire and supervise the president/       National Rural Electric Cooperative
       e Have no criminal history.                                      CEO, who hires cooperative staff.        Association. These courses train direc-
                                                                    e   Comply with all board policies and      tors in the fundamentals of the power
       Process To Serve as a Director:                                  bylaws, including attendance at         industry and explain all personal liabili-
       e Must complete and return application                           cooperative meetings, training          ties associated with the position.
         by February 1 (can be found on                                 and certifications.                         Taylor EC directors receive no salary
         Page 21 and requested anytime at                           e   Conduct membership meetings.            for their work on behalf of the coopera-
         Taylor EC’s headquarters).                                 e   Authorize the construction of major     tive. They may receive a per diem and
       e The Nominating Committee meets                                 facilities necessary for the efficient    mileage payments for their time and
         February 16, when it will interview                            operations of the cooperative.          service. No other benefits are provided.
         candidates.                                                e   Protect the co-op’s assets through         The directors have made extensive
       e Directors elected at the annual meet-                          review, approval and procurement of     efforts to reduce expenses for out-of-
         ing April 22.                                                  appropriate insurance coverage and      state travel.
                                                                        adhere to all regulatory requirements      In recent years, the directors have
       Duties of a Director:                                            on local, state and federal levels.     voted to eliminate the payment of
       e Review and approve work plans                              e   Review and approve cooperative          expenses for spouses to travel and
           and budgets.                                                 strategies, ideas and objectives for    voted to eliminate health insurance for
       e   Review the annual financial audit                             future membership needs.                directors.
           and management letter.                                                                                  For the protection of the cooperative,
       e   Approve all applications for                                Directors must expect to spend at        all nominees are subject to personal and
           cooperative membership.                                  least 16–20 days a year conducting          financial background checks. D
       e   Select and appoint legal counsel.                        cooperative business. This time includes
       e   Select and appoint auditors.                             regular board meetings and additional
       e   Ensure an adequate and reliable                          workshops or conventions associated
           supply of power for the members.                         with state and national affiliations.
       e   Review and approve major contracts,                         Directors must also expect and plan

       2 0 TEX AS C O-OP POWER JAN UARY 2021                                                                               TAY LO R E LE CT R I C COOP ER AT I VE
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     Tay lo r E l E cT ric c oop E r aTiv E

     Board of Directors application
     Director Candidate Eligibility Application

     Name                                                             Email Address

     Contact Number(s)               Home                             Work                               Fax

     Mailing Address                                                  City                               State             Zip

     Residence Address                                                City                               State             Zip

     Occupation                                                       Employer                                             Years

     Taylor EC Account Number                                         Name(s) on account

     please note that Taylor Electric cooperative bylaws provide the guidelines for director candidate eligibility. a “yes” answer to
     any question 1–5 may indicate a conflict of interest. if you answer “yes” to any question 1–5 below, please explain below:

     1. Are you currently holding an elected public office for which compensation is paid?
                                                                                                                              o Yes o No
     2. If your membership account is currently held jointly by husband and wife, is your spouse currently a director?
                                                                                                                              o Yes o No
     3. Have you or a close relative (spouse, brother, sister, son, daughter, mother or father, including any of the
        above by marriage) been employed by or received compensation for serving the cooperative in the past year?
                                                                                                                              o Yes o No
     4. In the past year, have you been employed by or had a financial interest in an entity that competes with the
        cooperative or poses a conflict of interest; or, have you been employed by or shared a material financial
                                                                                                                              o Yes o No
        interest with another director?

     5. Does your employer or business sell products or services to the cooperative?
                                                                                                                              o Yes o No
     6. Do you attend the cooperative’s annual meeting each year and vote in director elections?
                                                                                                                              o Yes o No
     7. Do you have any experience on other boards or committees such as assemblies, councils, school boards,
        hospitals, churches, etc., that you think should be considered among your qualifications? If so, please list below.

     organization                                          years served       Still serving?      your capacity

     _______________________________________________ _____________           o Yes o No           _______________________________________

     _______________________________________________ _____________           o Yes o No
     _______________________________________________ _____________

     _______________________________________________ _____________           o Yes o No          _______________________________________

     _______________________________________________ _____________           o Yes o No           _______________________________________
                                                                                                                         continued on reverse

     TAY lORE lE CT RIC.C OM   •   (325) 793-8500                                                      JA NuA RY 2021 T E X AS C O -OP POW ER 2 1
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TaylorEC2101_ 12/11/20 10:14 AM Page 22

       Board of Directors Application continued
       8. Aside from your membership with Taylor Electric Cooperative, what other cooperative memberships have you held?
       Cooperative                                                             Years     Your capacity

       ________________________________________________________________              _______   ____________________________________________
       ________________________________________________________________              _______   ____________________________________________

       9. A director typically spends about 50 hours each year in cooperative business meetings in Merkel. Additional time may be required
          for meetings and training away from Merkel. If you become a cooperative director, how difficult will it be for you to find time for the
          following commitments?
                                                                                             No problem         Rare problem Real problem

       Monthly, half-day to daylong board meeting
                                                                                                o                 o                   o
       Special Board Meetings, usually two hours or less with one or two weeks notice
                                                                                                o                 o                   o
       Two- or three-day state or national meetings or seminars
       with at least one month’s notice
                                                                                                o                 o                   o
       Two- or three-day meetings or seminars anywhere in the United
       States with at least one month’s and usually several months’ notice
                                                                                                o                 o                   o
       10. Are you willing to attend state and national training courses for directors?
                                                                                                o Yes             o No
       11. In your opinion, what are the greatest challenges facing Taylor Electric Cooperative in the future?

       12. What is your most important qualification to serve as a Taylor Electric Cooperative director?

       13. Why do you want to serve on the Taylor Electric Cooperative Board of Directors?

       By signing this application, I agree to allow the Taylor Electric Cooperative Board of Directors to check
       my background and credit history as a part of my qualification to serve on the board of directors.

       Signature                                                                                           Date

       Please submit a résumé, references or a letter of application if you desire to add more information

       Deadline for Submission is February 1.

       Taylor Electric Cooperative, Inc., Director Candidate Eligibility Checklist    Approved 07/30/20

       2 2 TEX AS C O-OP POWER JAN UArY 2021                                                                      TAY LO R E LE CT R I C COOP ER AT I VE
TaylorEC2101_ 12/11/20 10:14 AM Page 23

           B I ZO O _ N | I STO C K .COM

                  Notice of Deadline To File
                  Applications for Board Election
                  NOTICE IS HEREBY GIVEN THAT APPLICATIONS FOR A PLACE ON THE TAYLOR
                  Electric Cooperative Board of Directors regular election ballot may be filed dur-
                  ing the following time.

                  FILING WINDOW                                                                       Taylor EC Board
                  Begins: January 1, 2021
                  Ends: February 1, 2021, 5:30 p.m.
                                                                                                      Member incumbents
                  Office hours: Weekdays 7:30 a.m.–5:30 p.m.                                          seeking re-election
                  Physical addresses for filing board applications in person:                         Cecil Davis, Zone 1
                  Taylor Electric Cooperative                                                         David McFall, Zone 2
                  Headquarters office                                                                 Gay Simmons, Zone 3
                  226 CR 287, Merkel 79536

                  Address to send board applications by mail—
                  must be postmarked on/before February 1, 2021:
                  Taylor Electric Cooperative
                  Attention: Early election clerk
                  P.O. Box 250, Merkel, TX 79536

     TAy lORE lE CT RiC.C OM               •   (325) 793-8500                                              JA nuA Ry 2021 T E X AS C O -OP POW ER 2 3
TaylorEC2101_ 12/11/20 10:14 AM Page 24

       Taylor EC Bylaws Excerpts
       Article 4—Board of Directors                    from IH-20 traveling north until it curves            (6) before becoming a Director, graduate
       Section 4.1 Board of Directors. The busi-       into Taylor County road 410 traveling north        from high school or earn an equivalent
       ness and affairs of the Cooperative shall be    until it curves into Taylor County road 414        degree or certification;
       managed by a Board of nine (9) Directors        traveling north until you reach the Jones             (7) except as otherwise provided by the
       which shall exercise all of the powers of the   County line; and Zone 3 - Coke, Fisher, Run-       Board for good cause, attend at least two-
       Cooperative conferred upon or reserved to       nels, Mitchell, Nolan Counties and part of         thirds (2/3) of all Board Meetings during
       the members. In a process developed by          Taylor County that is north of IH-20 and not       each twelve (12) month period;
       the Board, the number of Directors shall be     in Zone 2 or Zone 1. And part of Taylor               (8) comply with any other reasonable
       reduced to seven (7) over an eight (8) year     County that is west of the boundary estab-         qualifications determined by the Board; and
       period in order to reflect governance in line   lished as the western boundary in Zone 1.             (9) maintain the confidentiality of Coop-
       with similarly-situated Cooperatives and to     The zone boundaries are established to             erative business discussed by the Board.
       utilize the long-term cost savings of having    address parity of membership numbers in            Confidential Cooperative business
       fewer Directors. The Board shall have full      each zone while keeping communities of             includes: all undisclosed matters covered
       power and authority to exercise all of the      interest together in each zone. The entire         or discussed in executive session of the
       general powers as stated in the Texas Utili-    membership of the Cooperative shall be             Board; as well as all confidential information
       ties Code, including, but not limited to, the   eligible to vote in the election of Directors      and business plans and trade secrets; pri-
       following: Said Board may perform any           from all three Zones. At each Annual Meet-         vate directors, employee or member infor-
       other acts for the Cooperative or its mem-      ing of the members, Directors shall be             mation; potential or pending acquisition of
       bers or for another electric Cooperative or     elected by ballot, by and from the mem-            real or personal property of the Coopera-
       its members, and exercise any other power       bers, to serve until their successor shall         tive; operational plans and business pro-
       that may be necessary, convenient or            have been elected and shall have qualified,        motions; power supply and generation
       appropriate to accomplish the purpose for       subject to the provisions of these Bylaws          interests; and all power distribution plans;
       which the Cooperative is organized, includ-     with respect to the removal of Directors.          until the Board has collectively agreed to
       ing other or additional purposes benefitting       The Board of Directors for the coopera-         the terms and timing for public disclosure
       members and non-members whether                 tive shall consist of two (2) Directors from       of such information.
       directly or through affiliates. The Board       each Zone and one (1) at-large Director               (b) Membership Director Qualifications.
       shall further have full power and authority     who may be from any Zone. Directors shall          To become and remain a Director, an indi-
       to create and organize for profit and/or        be elected at each Annual Meeting of the           vidual must comply with the following
       non-profit, subsidiary corporations, which      membership to serve for a three (3) year           membership qualifications:
       shall be owned by the Cooperative.              term. No more than one (1) Director from              (1) Natural Person Member
           Section 4.2 Director Zones. The service     each Zone can be up for election in any one           A natural person Member, while a Direc-
       area of the Cooperative is divided into         year; however, the at-large Director may           tor and during the ten (10) years immedi-
       three (3) Zones for the purpose of election     come up for election in the same year as           ately before becoming a Director:
       of Directors. The Zones are as follows:         any other Director.                                   (A) be an unsuspended Member; and
       Zone 1 - part of Taylor County from south          Periodically the Board may review the              (B) permanently reside or use electric
       of IH-20 to the Callahan County line and the    Director Districts to ensure that the Direc-       energy provided by the Cooperative, at the
       Coleman County line and the Runnels             tor Districts equitably represent the Mem-         individuals principal residence as defined
       County line; from the boundary line to the      bers while keeping communities of interest         under federal tax law within either the
       west of Taylor County that begins on IH-20      together in each zone.                             Cooperative Service area, or the Director
       going south on Taylor County road 385              Section 4.3 Director Qualifications. A          Zone from which the Director is nominated
       until it turns into Farm to Market road 126;    Director or Director candidate must comply         or elected.
       still traveling south on Farm to Market road    with this Bylaw.                                      (C) Independent Director Qualifications.
       126 until it becomes Taylor County road            (a) General Director Qualifications. To         To become and remain a Director, an indi-
       389 while still traveling south in Taylor       become and remain a Director, a Person             vidual must comply with the following inde-
       County until Taylor County road 389 runs        must comply with the following general             pendence qualifications:
       into Taylor County road 355; turn right (to     qualifications:                                       (1) annually complete and sign an inde-
       the West) on Taylor County road 355 until it       (1) be an individual;                           pendence certification and disclosure form
       runs into Farm to Market road 126; con-            (2) have the capacity to enter legally          approved by the Board;
       tinue south on Farm to Market road 126          binding contracts;                                    (2) while a Director and during the eight
       until it reaches Taylor County road 350;           (3) not have been previously removed or         (8) years immediately before becoming a
       travel south on Taylor County road 350 until    disqualified as a Director;                        Director, not be an employee of the Coop-
       it runs into Taylor County road 351 where          (4) while a Director, and during the five (5)   erative or an employee of an entity con-
       you will continue south on Taylor County        years immediately before becoming a                trolled by the Cooperative or in which the
       road 351 until you reach Farm to Market         Director, not be convicted of, or plead guilty     Cooperative owns a majority interest;
       road 89; from Farm to Market road 89 trav-      to, a felony or two (2) misdemeanors; or              (3) while a Director and during the three
       eling south to east you will reach State        found guilty of any offense involving moral        (3) years immediately before becoming a
       Highway 277; travel south on State High-        turpitude;                                         Director, not be an employee of an entity in
       way 277 until it reaches the Nolan County          (5) except as otherwise provided by the         which the Cooperative is a Member or
       line or leaves Taylor County; Zone 2 - Calla-   Board for good cause, receive a creden-            owner;
       han, Eastland, Jones, Shackelford, Cole-        tialed Cooperative Director designation,              (4) while a Director, not be a close rela-
       man Counties and part of Taylor County          Directors certificate, or similar designation      tive of a Cooperative official, Director or
       using IH-20 as the southern boundary;           or certification from the National Rural           Cooperative employee;
       Callahan County line as the eastern bound-      Electric Cooperative Association within               (5) while a Director, not be employed by
       ary and Taylor County road 412/Wells Lane       three (3) years of becoming a Director;            another Director, or be employed by, or

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TaylorEC2101_ 12/11/20 10:15 AM Page 25

     receive more than ten percent (10%) of             be nominated for Director. The Coopera-           and
     Annual gross income from, an entity for            tive's Board Attorney shall attend the Nomi-         (3) names and corresponding Director
     which another Director controls, owns              nating Committee meetings and provide             positions of all Petition Nominations.
     more than ten percent (10%), or is a Direc-        counsel to the Nominating Committee. The             Section 4.5 Director Elections. At each
     tor or Officer; and                                committee shall B                                 meeting at which a Director position is
        (6) while a Director and during the one (1)        (1) require director candidate(s) to attend    scheduled for election by Members, Mem-
     year immediately before becoming a Direc-          the Nominating Committee Meeting at               bers shall elect the Director from the Com-
     tor, not be employed by, control, own more         which time candidate(s) will be interviewed       mittee Nominations or Petition Nomina-
     than ten percent (10%) of, serve as a Direc-       by the Committee; except for good cause;          tions by a majority of votes cast by
     tor or Officer of, or receive more than ten           (2) nominate at least one (1) individual to    Members with a quorum present in person.
     percent (10%) of Annual gross income from          run for election for each Director position       Members may not vote for write-in candi-
     an entity that:                                    scheduled for election by Members at the          dates. As determined by the individual pre-
        (A) advances the entity’s pecuniary inter-      meeting; and                                      siding at the meeting, the number of votes
     est by competing with the Cooperative or a            (3) display the Nominating Committee           received by each nominee will or will not be
     Cooperative subsidiary or Cooperative              nominations at the Cooperatives principal         announced. The candidate receiving the
     affiliate, providing a good or service similar     office.                                           plurality of votes shall be the winner of the
     to a good or service provided by the Coop-            Nominating Committee members and               election. In cases of a tie, the winner shall
     erative or a Cooperative subsidiary or a           three (3) generations of their immediate          be decided by lot, pursuant to a method
     Cooperative affiliate providing electric           family shall not be eligible for nomination       determined by the presiding officer.
     energy or a good or service related to pro-        for a Director position while said appointee         If only one individual is nominated to run
     viding electric energy.                            serves on the Nominating Committee. In            for election for a Director position sched-
        (7) while a Director, not engage in any         cases where there is no incumbent Director        uled for election by Members at the Meet-
     behavior, actions or activities that (i) sub-      seeking reelection, the open seat on the          ing, then the individual presiding at the
     ject either the Director or the Cooperative        Board shall have at least two nominees on         Meeting may announce that the nominated
     to ridicule or embarrassment; (ii) adversely       the ballot at the Annual Meeting.                 individual is elected by acclamation and no
     affect the Directors or the Cooperatives              (b) Member Petition Nominations. In            vote is required.
     reputation; (iii) interfere with or diminish the   addition to Nominating Committee Nomi-               Section 4.6 Director Terms. Except as
     Directors standing as a Cooperative                nations, Members may nominate, through a          otherwise provided in these Bylaws, a
     ambassador and representative; or (iv) are         petition, individuals to run for election for a   Directors term is three (3) years or until a
     contrary to the best interests of the Coop-        Director position scheduled for election.         successor Director is elected or appointed
     erative and its employees.                         Members make Member Petition nomina-              and takes office. A Directors term begins:
        (d) Director Disqualification. After being      tions by delivering to the Nominating Com-        (1) after the individual consents to being
     elected, designated, or appointed, if a            mittee at least fifteen (15) business days        elected or appointed as a Director; and (2)
     Director does not comply with all general          before the meeting of the Nominating              immediately after adjournment of the
     Director Qualifications, Membership Direc-         Committee to set the Annual Meeting ballot        Meeting at which the Director is elected, or
     tor Qualifications, and Independent Direc-         a writing for each Member Petition Nomina-        at the beginning of the first Board meeting
     tor Qualifications (collectively, Director         tion:                                             held after the Director is appointed. A
     Qualifications) existing when the Director            (1) listing, on each page of the Member        Directors term ends after: (1) a successor
     was elected, designated, or appointed,             Petition, the name of the Member Petition         Director consents to being elected as a
     then, except as otherwise provided by the          Nominee;                                          Director; and (2) immediately after adjourn-
     Board for good cause, the Board shall dis-            (2) indicating, on each page of the Mem-       ment of the meeting at which a successor
     qualify the Director and the individual is no      ber Petition, the Director position for which     Director is elected, or at the beginning of
     longer a Director if:                              the Member Petition Nominee will run; and         the first Board meeting held after a succes-
        (1) the Board notifies the Director in writ-       (3) containing the printed names,              sor Director is appointed.
     ing of the basis for, and provides the Direc-      addresses, and telephone numbers, and                The Cooperative shall stagger Director
     tor an opportunity to comment regarding,           original dated signatures signed within           terms by dividing the total number of
     the Boards proposed disqualification; and          sixty (60) days of the first signature, of at     authorized Directors into groups of approx-
        (2) within twenty (20) days after the Board     least thirty-five (35) nominating members.        imately equal number. Members must
     notifies the Director of the proposed dis-            After verifying that a Member Petition         annually elect Directors.
     qualification, the Director neither complies       complies with this Bylaw, the Cooperative            Subject to a Directors consent, decreas-
     with nor meets the Director qualification.         shall display the Petition Nomination in          ing the number of Directors or length of
        If a majority of Directors authorized by        approximately the same location as the            Director terms may not shorten an incum-
     these Bylaws complies with the Director            Committee Nominations.                            bent Directors term.
     qualifications and approves a Board action,           (c) No Nominations from the Floor. Mem-           Section 4.7 Director Resignation. A
     then the failure of a Director to comply with      bers may not nominate at, or from the floor       Director may resign at any time. To resign, a
     the Director qualifications does not affect        of, a meeting an individual to run for elec-      Director must sign and deliver a Notice of
     the Board action.                                  tion to a Director position scheduled for         Resignation to the Board, Board Chairman
        Section 4.4 Director Nominations. For           election at the meeting, due to the lack of       or Secretary. Except as a later date is oth-
     each Director position scheduled for elec-         proper notice to the membership.                  erwise provided in a Notice of Resignation,
     tion by Members at a meeting, the nominat-            (d) Notice of Director Nominations. At         a Directors Resignation is effective when
     ing members or Members shall nominate              least ten (10) days before a meeting at           the Board, Board Chairman or Secretary
     individuals as provided in this Bylaw.             which Members are scheduled to elect              receives the Notice of Resignation. If a
        (a) Nominating Committee Nominations.           Directors, the Cooperative shall notify           Directors Resignation is effective at a later
     At least forty-five (45) days before the           Members of the:                                   date, and if the successor Director does
     meeting at which members are scheduled                (1) Director positions scheduled for elec-     not take office until the effective date of
     to elect Directors, the N&E Committee, as          tion by Members;                                  the Directors Resignation, then the pending
     formed under Section 3.8, shall meet for              (2) names and corresponding Director           Director vacancy may be filled before the
     the purpose of considering candidates to           positions of all Committee Nominations;           effective date of the Directors Resignation.

     TAy lORE lE CT RIC.C OM   •   (325) 793-8500                                                             JA NuA Ry 2021 T E X AS C O -OP POW ER 2 5
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