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All members of Central Virginia Electric Cooperative's Board of Directors are also members. CVEC is governed by our Bylaws. You can access all of the Bylaws here.

 

The section regarding Director Elections is repeated below:

ARTICLE IV - BOARD OF DIRECTORS

SECTION 4.1 - Director Districts. The general area in which Members reside (“Cooperative Service Area”) is divided into three districts (“Director Districts”). Three Directors shall be elected from each Director District.

A. Director District Designations. The three Director Districts are identified as follows:

1. The West District which includes the Cooperative Service Area in the Counties of Augusta, Albemarle, Greene and Nelson;

2. The South District which includes the Cooperative Service Area in the Counties of Amherst, Appomattox, Buckingham, Campbell, Cumberland and Prince Edward; and

3. The East District which includes the Cooperative Service Area in the Counties of Fluvanna, Goochland, Louisa and Orange.

B. Directors Elected At Large. Candidates for Director shall run for election to a Director District position in which the nominee resides and in which at least one incumbent Director’s term has expired at the time of the Annual Member Meeting at which the Director election will take place. Director candidates will compete for election against other Director candidates residing in the same Director District. In the case of Director candidates competing for one or more designated Director District positions, the Director candidate(s) receiving the most votes for the designated Director District position(s) will be elected. Each Member may vote once for each Director position, for which an election is being held. All Members, entitled to vote in the election of Directors, may vote to elect Directors for all three Director Districts.

SECTION 4.2 - Board. The Cooperative shall have a Board consisting of nine natural persons, three Persons from each Director District, elected by the Members at large. Except as otherwise provided by Law, the Articles, or these Bylaws:

1. All Cooperative powers must be exercised by the Board or under the Board’s authority; and

2. All Cooperative affairs must be managed under the Board’s direction.

To the extent the Law, the Articles, or these Bylaws authorize any Person to exercise any power that the Board would otherwise exercise, the Person exercising the power has, and is subject to, the same duties, responsibilities, and standards of care as the Board.

 

SECTION 4.3 - Director Qualifications. Any Director or Director candidate must comply with this section.

A. Membership Director Qualifications. A Director or Director candidate must:

1. Be a natural person;

2. Have the capacity to enter into legally binding contracts;

3. Be a legal citizen of the United States of America;

4. Be a Member in good standing permanently residing in the Director District from which the Director is elected or chosen.

B. Conflict of Interest Director Qualifications. While a Director, and during the one year immediately prior to becoming a Director, a Director or Director candidate must not be, nor have been:

1. A Close Relative (as defined in Section 4.12) of any existing Director;

2. Employed by, materially affiliated with, or share a material financial interest with, any other Director;

3. An incumbent of, or a candidate for, an elected public office in connection with which a salary is paid; or

4. Engaged in, nor employed by, materially affiliated with, or have a material financial interest in, any individual or entity;

a. Directly and substantially competing with the Cooperative;

b. Selling goods or services in substantial quantity to the Cooperative; or

c. Possessing a substantial conflict of interest with the Cooperative.

In addition, no Director or Director candidate shall be, nor have been during the previous five years immediately prior to becoming a Director, an existing, or close relative of an existing , non-Director Cooperative officer, employee, agent, or representative.

The Board shall determine if a conflict exists which disqualifies a candidate from becoming a Director.

C. Continuing Director Qualifications. Only natural persons complying with the Membership Director Qualifications, and Conflict of Interest Director Qualifications (collectively, “Director Qualifications”) may serve, or continue to serve, as Director.

After being elected or appointed a Director, if any Director fails to comply with any Director Qualifications, as determined by the Board, then the Board shall remove the Director. If at least a majority of Directors authorized by these Bylaws comply with the Director Qualifications and approve a Board action, then the failure of any Director to comply with all Director Qualifications does not affect the Board action.

SECTION 4.4 - Director Nominations. Director candidates shall be nominated as follows:

A. Member Petition Nominations. Members may nominate additional individuals to run for election for any Director position for which Members are scheduled to vote at any Member Meeting (“Member Petition Nominations”). Members may make Member Petition Nominations by delivering to the Cooperative, at least seventy-five days prior to the Member Meeting, a written Member Nomination Petition (“Member Petition”):

1. Listing the name of the Member Petition Nominee;

2. Indicating the Director position for which the Member Petition Nominee will run;

3. Containing the printed names, addresses, and original signatures of at least one hundred of the Members;

4. Using a CVEC Member Petition Nomination Form, contained in the CVEC Director Candidate Packet and available from the Cooperative.

After verifying that a Member Petition complies with this Bylaw, the Cooperative shall post the Member Petition Nomination at the Cooperative’s principal office and publish the Member Petition Nomination in the Cooperative’s Member Meeting notice.

B. Incumbent Director Nominations. A Director candidate who is currently serving on the CVEC Board of Directors and who is nearing the expiration of his present term may deliver to the Cooperative, at least seventy-five days prior to the Member meeting, a written notice submitting his name for nomination. The Cooperative shall post the nomination at the Cooperative’s principal office and publish the nomination in the Cooperative’s Member Meeting notice.

C. Notice of Director Nominations. At least fifteen days but no more than forty-five days prior to any Member Meeting at which Members are scheduled to elect Directors, the Cooperative shall notify Members of the:

1. Director positions for which Members are scheduled to vote;

2. Names and corresponding Director positions of all incumbent Directors standing for re-election; and

3. Names and corresponding Director positions of all Member Petition Nominations.

SECTION 4.5 - Director Elections. At the Annual Member Meeting, Members shall annually elect Directors for new Director positions or for Director positions for which the incumbent Director’s Term is expiring.

SECTION 4.6 - Director Terms. A Director’s term is three years (“Director Term”).

A. Staggering of Director Terms. The Cooperative shall stagger Director Terms by dividing the total number of authorized Directors into groups of approximately equal number and Members will annually elect an approximately equal number of Directors.

B. Expiration of Director Terms. Decreasing the number of Directors or length of Director Terms may not shorten an incumbent Director Term.  Despite the expiration of a Director Term, the Director continues to serve until a new Director is elected, or until the number of Directors is decreased. Unless otherwise provided in these Bylaws, the Director Term of a Director filling a vacant Director’s position is the remaining unexpired Director Term of the vacant Director’s position.

C. Transition of Director Term Groups. Director Terms are divided into three groups (“Director Term Groups”). In the transition, in order that at least one Director position for each Director District is scheduled for election at each Annual Member Meeting, the Board may designate certain Director Terms of less than three years.

SECTION 4.7 - Director Resignation. A Director may resign at any time by delivering written notice of resignation to the Board, Chairman, or Secretary. Unless the written notice of resignation specifies a later effective date, a Director’s resignation is effective upon the Board, Chairman, or Secretary receiving written notice of resignation. If a Director’s resignation is effective at a later date, and if the successor Director does not take office until the effective date of the Director’s resignation, then the pending Director vacancy may be filled before the effective date of the Director’s resignation.

SECTION 4.8 - Director Removal. Regarding any Director:

A. Director Removal Petition. As provided in this Bylaw, Members may request the removal of one or more Directors for committing any grossly negligent, fraudulent, or criminal, act or omission significantly and adversely affecting the Cooperative (“Cause”). For each Director for whom removal is requested, Members shall deliver to the Chairman or Secretary a dated written petition (“Director Removal Petition”):

1. Identifying the director;

2. Explaining the basis for requesting the Director’s removal and identifying the Cause underlying the removal request; and

3. As Members existed on the Director Removal Petition date, containing the printed names, printed addresses, Cooperative’s service account number, telephone number and original and dated signatures obtained within sixty days of the Director Removal Petition date, of at least ten percent of the Members entitled to elect the Director.

Within thirty days following the Chairman or Secretary receiving a Director Removal Petition the Cooperative shall forward a copy of the Director Removal Petition to the implicated Director, and the Board shall meet to review the Director Removal Petition.

B. Member Meeting. If the Board determines that the Director Removal Petition complies with this Bylaw, then the Cooperative shall notice and hold a Member Meeting within sixty days following the Board’s determination. Notice of the Member Meeting must state that:

1. A purpose of the Member Meeting is to consider removing a Director;

2. Evidence may be presented, and a Member vote taken, regarding removing the Director; and

3. Members may elect a successor Director.

C. Director Removal. No Director may be removed unless:

1. A Member Quorum entitled to vote for the Director exists at the Member Meeting;

2. Prior to any Member vote, evidence must be presented supporting the basis for removing the Director; and

3. The Director has the opportunity to be represented by legal counsel, and must have the opportunity to refute, and present evidence opposing, the basis for removing the Director.

Following the presentation and Member discussion, the Members entitled to vote for the Director must vote whether to remove the Director.

If a majority of members entitled to vote for the Director, vote to remove the Director, then the Director is removed effective the time and date of the Member vote. At the Member Meeting, the Members entitled to vote for the Director may elect a new Director to succeed the removed Director without complying with the Director Nomination or notice provisions of these Bylaws. Any successor Director elected by the Members must comply with the Director qualifications.

Neither a Director Removal Petition nor a Director removal affects any Board action. No Director may be removed for lawfully opposing or resisting any Transfer of Cooperative Assets, or any Cooperative dissolution.

SECTION 4.9 - Director Vacancy. Unless otherwise provided in these Bylaws:

1. The Board shall, by majority vote, fill any vacant Director position, including any vacant Director position resulting from increasing the number of Directors; and

2. Any Director elected by the Board to fill any vacant Director position shall serve until the next Annual Member Meeting, at which time the Members shall elect a new Director to fill the previously vacant Director position.

An individual elected to fill a vacant Director position must comply with the Director Qualifications. As used in this Bylaw, “vacant Director position” and “Director vacancy” do not include Director positions vacated due to an expired Director Term.

SECTION 4.10 - Director Compensation. As allowed by Law and the Articles, the Cooperative may reasonably reimburse, compensate, or provide benefits to, Directors. The Board shall determine the manner and method of any reasonable Director reimbursement, compensation, or benefits.

SECTION 4.11 - Director Conduct.

A. Director Standard of Conduct. A Director shall discharge the Director’s duties, including duties as a Board Committee member:

1. In good faith;

2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

3. In a manner the Director reasonably believes to be in the Cooperative’s best interest.

B. Director Reliance on Others. Unless a Director possesses knowledge concerning a matter making reliance unwarranted, then in discharging a Director’s duties, including duties as a Board Committee member, a Director may rely upon information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:

1. One or more Cooperative Officers or employees whom the Director reasonably believes to be reliable and competent in the matters prepared or presented;

2. Legal counsel, public accountants, or other individuals regarding matters the Director reasonably believes are within the individual’s professional or expert competence; and

3. If the Director reasonably believes a Board Committee of which the Director is not a member merits confidence, then the Board Committee regarding matters within the Board Committee’s jurisdiction.

C. Director Liability. If a Director complies with this Bylaw, then the Director is not liable to the Cooperative, any Member, or any other individual or entity for action taken, or not taken, as a Director. No Director is deemed a trustee regarding the Cooperative or any property held or administered by the Cooperative, including without limit, property potentially subject to restrictions imposed by the property’s donor or transferor.

SECTION 4.12 - Close Relative. As used in these Bylaws, the term “Close Relative” means an individual who:

1. Is, either by blood, law, or marriage, including half, step, foster, and adoptive relations, a spouse, child, grandchild, parent, grandparent, or sibling; or

2. Principally resides in the same residence.

Any individual properly qualified and elected or appointed to any position does not become a Close Relative while serving in the position because of any marriage or legal action in which the individual was not a party.

 

 

 

 

 

 

Corporate Headquarters:

800 Cooperative Way

Arrington, VA 22922

Payments:

Dept. 1340  |  PO Box 2153

Birmingham, AL 35287-1340

Correspondence:

P. O. Box 247

Lovingston, VA 22949