Director Election Process

Pursuant to Article II, Section 3 of the Corporation’s By-Laws, a shareholder* can become a director candidate by:

*Only shareholders are entitled to sit on the Corporation’s Board of Directors. To be a shareholder, the member must have purchased a $5 share of stock of the Corporation, which is usually done at the time electric service is requested from the Corporation. To find out if you are a shareholder, please call the Corporation at 877.876.3511.

Director Qualifications (as set forth in Article II, Section 2 of the Corporation’s By-Laws):

No person shall be eligible to become or remain a director unless they are:

  • an individual shareholder of the Corporation or the duly constituted attorney-in-fact of a corporate shareholder;
  • able to enter into legally binding contracts;
  • a bonafide resident of the county in which a directorship term will expire or is otherwise vacant;
  • not in any way employed by or financially interested in a competing enterprise or a business selling electrical energy, services or supplies to the Corporation;
  • in good standing with the Corporation by not owing a delinquent debt to the Corporation during such director’s term of office or within three (3) years prior to becoming a director;
  • not a convicted felon, by reason of a court conviction, plea of guilty or plea of no contest;
  • not a Close Relative of an employee of the Corporation or any subsidiary thereof while a director and during the thirty-six (36) months immediately before becoming a director;
  • not employed by the Corporation or any subsidiary thereof while a director and during the thirty-six (36) months immediately before becoming a director; and
  • not engaged in a personal relationship with a fellow director or an employee of the Corporation or any subsidiary thereof that could, in the sole judgment of the Board of Directors, interfere with the director's independent judgment, disrupt or negatively impact the workplace, undermine shareholders' confidence in the operations of the Corporation, or reasonably create the appearance of a conflict of interest.

The term “Close Relative” means an individual who through blood, law or marriage is a spouse, child, stepchild, father, stepfather, mother, stepmother, brother, stepbrother, half-brother, sister, stepsister, half-sister, grandparent, grandchild, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law or daughter-in-law; or another individual who resides in the same residence.  A standing director of the Corporation shall not be considered a Close Relative while serving in the directorship position because of a marriage or legal action to which such director was not a party.

No person shall remain a director unless they attend at least two of any three successive regular board meetings, but in no event shall a director be absent from more than two meetings on an annual basis.  Exceptions to this attendance requirement include the health of the director not reasonably permitting attendance, rescheduled regular board meetings that conflict with prior commitments of the director, or any other reason or good cause shown by the absent director and accepted by resolution of the remaining directors.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such director from office.

 

Nominating Committee (as set forth in Article II, Section 3 of the Corporation’s By-Laws)

Each year, the Board of Directors will appoint 6-7 shareholders from different regions of the Corporation’s service area to serve on the Nominating Committee.  No member of the Board of Directors may serve on the Nominating Committee, nor shall any director seeking re-election submit the name of a shareholder to serve on the Nominating Committee.  Once the members of the Nominating Committee have been appointed, a notice containing the names and contact information of each member of the Nominating Committee will be published in local newspapers and posted at the Corporation’s offices.  This notice will direct any interested shareholder who meets the qualifications set forth in Article II, Section 2 of the Corporation’s By-Laws and who is interested in being considered for nomination by the Nominating Committee to stand as a potential director candidate at the next Annual Meeting of Shareholders to contact a member of the Nominating Committee by a date set forth therein. The Nominating Committee will request each interested shareholder to complete a Director Candidacy Form, which verifies that the shareholder meets the qualifications to stand as a director of the Corporation and acknowledges the responsibilities associated therewith. The Nominating Committee will then select the slate of director candidates and will prepare and post their list of director candidates, which may include more candidates than open positions. The names of the director candidates shall be listed on the official ballot in the order established by the Nominating Committee, followed by those nominees by petition in the order of receipt of the nominating petition.

Report of 2024 Nominating Committee

Nominations by Petition

A shareholder may also petition the Corporation’s Secretary to become a director candidate. To do so, the prospective director candidate will need to complete the Shareholder Petition For Director Nomination and obtain signatures from at least 3% of the Corporation’s shareholders. The Shareholder Petition and all required signatures must be received by the Corporation’s Secretary at least 100 days before the annual meeting.  After the signatures on the petition are verified, the prospective director candidate’s name will be included on the Corporation’s official ballot.

 

Proxy Ballots

Each shareholder of record will receive via U.S. mail an annual meeting packet prior to the Annual Meeting. This packet will include the Official Notice to Shareholders of the Corporation’s Annual Meeting, a Proxy Ballot and return envelope, biographies of the director candidates, and information on any other business to come before the Annual Meeting. All shareholders are strongly encouraged to mail in their Proxy Ballot if they will be unable to attend the annual meeting in person.

If a shareholder who previously signed a “proxy card” does not return his/her Proxy Ballot (either by mail or in person at the annual meeting), the Official Proxy Committee will continue to vote on the shareholder’s behalf in order to meet quorum (i.e., a majority of shareholders) as required by Missouri law and the Corporation’s By-Laws. Quorum requirements must be met in order to conduct the annual meeting.  If a shareholder never signed a “proxy card” or previously revoked it and does not attend the Annual Meeting, their share will not be voted.  To revoke a proxy, the shareholder can fill out a Proxy Revocation Form and return it to the Corporation’s headquarters at 1500 Rand Avenue, Perryville, Missouri 63775.