TAYLOR ELECTRIC COOPERATIVE - TaylorEC2101_ 12/11/20 10:14 AM Page 18 Taylor EC News
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TaylorEC2101_ 12/11/20 10:14 AM Page 18 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
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
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
TaylorEC2101_ 12/11/20 10:14 AM Page 21 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
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 2 4 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 10:15 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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