Co-op proposes bylaw changes


Capital Electric Cooperative’s (CEC) bylaws are the rules by which the cooperative is operated. The bylaws and all amendments are adopted and approved by the members.


At various times, the membership has voted to amend the bylaws to keep up with changes the co-op is experiencing. A recent example from the 2016 annual meeting is the change to the voting districts in CEC’s service area. Members voted to create three districts, each having a similar number of members. This resulted in a more equitable representation of directors in each district.


Today, CEC finds itself in a situation where amending the bylaws would increase administrative efficiencies and improve member engagement in the voting process. The CEC Board of Directors, representing your interests at the cooperative, is unanimously recommending a series of amendments.


The following summaries reflect proposed bylaw amendments that will be voted on by members at the annual meeting on June 12. If approved, these changes will become effective on Jan. 1, 2019.



The current bylaws relating to capital credits and the rules for retiring them take into consideration the need to maintain a healthy equity level at the cooperative. No change to the bylaws would alter this primary motivation. However, there are circumstances relating to capital credits that create administrative burdens.


A proposed amendment would allow for the board of directors to establish policies to provide for an early discounted payout if it’s deemed administratively expeditious. For example, when a membership becomes inactive, it can be difficult to locate the members to receive the capital credits, especially after 17 years, which is the current capital credit cycle. To compound this issue, the face of CEC’s membership is quickly changing. As the co-op serves more apartment buildings and other rental properties, it has encountered more members leaving and joining the system. In 2017, CEC processed more than 3,000 new member applications, but added only 487 new services.

By helping CEC avoid the significant expense of future administrative efforts, the amendment would give the cooperative the flexibility to address a growing number of small-balance capital credit memberships left by departing members.



Voting for your directors is one of the best ways to ensure your voice is heard. Currently, members can only vote if they attend the annual meeting. A proposed amendment would make additional voting options available at the discretion of the board of directors.


Currently, CEC directors are elected by less than two percent of the cooperative’s members. There are members who can’t attend the annual meeting for a variety of reasons. These members would benefit from additional voting options.


Expanding voting options would allow more members to participate in the democratic process. It would not take away the option to vote at the annual meeting. However, because voting online or by mail would allow voting prior to the annual meeting, members could no longer nominate someone from the floor at the annual meeting. A member could still be nominated by petition prior to the meeting.


In conjunction with early voting, CEC would provide video presentations and candidate information. Regardless of how members choose to vote, CEC feels it’s important for them to know the candidates and hear their ideas prior to voting.



The final proposed amendment would give both CEC and a member who has a legal dispute with the cooperative the right to request mediation or arbitration as a method of settling the dispute. This amendment would help avoid large legal costs in conjunction with a dispute that may otherwise end up in court. The amendment would require the results of the mediation or arbitration to be binding upon resolution.



We realize there is a lot of information presented here, as we are trying to remedy several concerns within the bylaws. We are confident these changes would result in more efficient operations at the cooperative and better engage our members in the election process.


If you have questions or comments regarding these proposed changes, please call CEC at (701) 223-1513. Staff will be happy to discuss the proposed changes further.


To view the full copy of the proposed amended bylaws, visit our website at, and click on About Us > Bylaws > Proposed Amendments.


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