Capital Electric Cooperative

Board of Directors Nominee Profile Form

2025 Election

Thank you for your interest in a board position with Capital Electric Cooperative, Inc.

To be eligible to be nominated to serve as a director you must meet the following requirements:

• Be an individual member of the Cooperative, or the spouse of an individual member, or an individual that is part of a joint membership.
• Be receiving power from the Cooperative at the member’s primary residence, located in the director district in which the director represents or is seeking to represent

For purposes of the bylaws, as amended effective January 1 2024, a member can only have one primary residence and "primary residence" shall mean:

• i.  The address of the member Director, or member seeking to represent district, listed on the members North Dakota driver's license or state issued identification card; and
• ii.  The address of the member Director, or member seeking to represent a Director district, listed on voting polls for the voting precinct where the member was authorized by law to vote in the most recent local, state, or federal election or, in the event the member has changed residence (e.g. moved) prior to the next local, state or federal election, the member provides valid supplemental identification authorized by the nominating committee that supports the location of where the member will be authorized to vote at the next local, state or federal election; and
• iii.  To the extent of any conflict between 2i. and 2ii. within this definition, item 2ii. shall prevail.
• Remain in good standing under the articles, bylaws, and policies of the Cooperative, as they may be amended.
• Have been a member for at least 270 days.

Bylaw changes which became effective on January 1, 2024, may affect your eligibility. Capital Electric’s staff will complete the qualification process to ensure your eligibility prior to forwarding your information to the nominating committee.

Please fill out the following form in its entirety.

Serving on the Capital Electric board of directors requires a commitment of time during the year. The list of items below will give you an idea of the expected commitment. We estimate that a typical board member will spend an average of 25 to 30 days each year away from his or her normal work carrying out the board’s duties.

• 12 regular Board Meetings each year (Bismarck) - One day each (weekdays)
• Annual Meeting and Re-organizational Meeting (Bismarck) – One day
• Statewide REC Annual Meeting (Bismarck) – Two days
• Basin Electric Annual Meeting (Bismarck) – Two days
• Central Power Annual Meeting (Minot) – Two days
• One of the Board members is elected to be a member of one of the following boards and committees:
  • Central Power Board (Minot) – 12 meetings – two days each meeting.
  • Statewide REC Board (Varies in ND) – four meetings – two days each meeting.
  • Central Power Resolution Committee (Minot) – two days
  • National Rural Electric Cooperative Association Annual Meeting (out of state) – three directors – four days
  • Midwest Electric Consumers Annual Meeting (Denver) – two or three directors – three days
• NRECA Regional Meetings (out of state) – three days
• Washington, DC Legislative Rally – one director every year – three days
• There are perhaps 3 extra days spent on unscheduled meetings each year

Directors at Capital Electric Cooperative currently receive $400.00 per day for board and other meetings and are reimbursed at the federal allowable mileage rate for miles driven to and from meetings.

(a) Only Persons meeting the following eligibility requirements may be nominated, elected, or serve as director. Each director candidate must complete the following questions regarding eligibility requirements:

PLEASE ANSWER YES OR NO TO EACH OF THE FOLLOWING STATEMENTS: 

(b) For purposes of these bylaws, a member can only have ONE primary residence:

WE WILL REQUIRE A COPY OF YOUR CURRENT DRIVER'S LICENSE.  YOU CAN EITHER STOP BY THE OFFICE OF EMAIL A COPY TO WES ENGBRECHT (wese@capitalelec.com).

(c) Disqualifying Criteria:

5. Effective 1/1/2024, the Qualifications to serve on the Board of Directors under Capital Electric Cooperative’s bylaws have been modified to exclude persons from serving on the Cooperative’s Board of Directors if the person has ever been convicted of any criminal act constituting a felony under the law of jurisdiction in which the conviction occurred.

Expectations of Directors:

It is the Cooperative’s policy to manage and operate business activities in conformity with applicable laws and high ethical standards.

The Board of Directors are determined to maintain the Cooperative’s reputation for integrity and fairness in business dealings with members and others.

Each member of the Cooperative’s board of directors will acknowledge this commitment annually by completing the director code of conduct acknowledgement attached to this policy.

To build and maintain productive and effective relationships, each member of the Board of Directors (“Director”) shall maintain a system of communication and interaction that builds upon mutual respect and trust. Accordingly, Directors will:

• Exercise honesty in all written and interpersonal interaction with Cooperative Directors, staff, members, and the public.
• Demonstrate respect for the opinions of others.
• Focus on issues rather than on personalities.
• Debate the positions and/or statements of others with which they disagree in a constructive rather than destructive manner.
• Respect decisions of the full Board, even if the Director was in the minority on a Board vote. Robust discussion is expected in the Board room, but Directors must not personally disparage Cooperative Directors or staff.
• No Director is allowed to video or audio tape any part of the Board meeting or publicly quote other Directors outside of Board meetings. Robust conversation should be encouraged, with open discussions needed without concern about comments being taken out of context.
• Communicate in a timely manner.
• Use executive sessions appropriately to maintain confidentiality. Directors must keep executive session discussions confidential.
• Openly share concerns, information and knowledge.
• Make a reasonable effort to protect the integrity and promote the positive image of the Cooperative, its staff and Directors.
• Clearly communicate as an individual and not for the Board or Cooperative when making public comments or statements unless they are specifically authorized by the Board.
• Comply with all bylaws and policies relating to Director conduct.
• Any violations of these expectations should be reported to the Board President or the Vice-President if the President is the subject of the violation