POLICY D-8: CONTESTED DIRECTOR ELECTIONS
To create general guidelines governing the voting process for the election of
A. No less than six months before election: The date of the election of directors shall be fixed and posted on MPEI’s website and otherwise publicized.
B. 60 days, plus two months, before the election: Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on MPEI’s website no less than two months before petitions to become a candidate are due.
C. At least two months plus 3 days before the election: The deadline for voted mailed ballots to be received by MPEI (see deadline G) shall be posted on MPEI’s website.
D. 60 days before the election: Deadline for petitions to be delivered to MPEI.
E. 25 days before the election: Ballots should be mailed by MPEI to all Members entitled to vote in the election.
F. 3 days before the election: Voted mail ballots must be received by the Credentials Committee three days before the election.
II. Qualifications to become a candidate for director
A. Each candidate for election to the Board shall be a member of the Cooperative and shall have his/her “main home” in the District for and in which the election is to be held, (as the term “main home” is defined by the Internal Revenue Service), and who shall have furnished the Cooperative with a written statement telling why the member wishes to run for election and that the member, if elected, can and will attend all meetings of the Board, subject only to unforeseen conditions beyond the control of the member, and meets or will meet the qualifications set forth in subparagraph (B ) below.
B. To be eligible to become or remain Director, the person shall: (i) be a member of the Cooperative; (ii) receive electric service from the Cooperative at his or her “main home”; (iii) be able to actively participate in the management of the business and affairs of the Cooperative; (iv) not be employed by, substantially financially interested in, or represent the interests of a business in competition with the Cooperative; and (v) become NRECA certified as a director through course attendance within five (5) years of the election or appointment as a Director.
- No more than two (2) Directors (other than a publicly elected government official) shall be permitted to serve concurrently who are either employees of, serve as a Director or trustee of, or act as a consultant to, the same organization. Employee means employment for at least 20 hours per week for 20 consecutive weeks.
- If a circumstance described in (1) arises after a Director is elected, the Director who obtains a relationship with an organization subsequent to the formation of a relationship with an organization by other Directors shall be disqualified from serving.
III. Nomination, election and voting requirements
A. A nomination for director on the board of directors of MPEI must be made by written petition signed by at least fifteen MPEI members residing or receiving service in a District which is called for election. Such petition shall be filed with the MPEI board of directors no later than sixty days prior to the date of the election. Any petition so filed shall designate the name of the nominee and the term for which nominated.
B. Each MPEI member qualified to vote in the election of directors is entitled to vote in the election either at the meeting of members or by mail, but not both. A member who has voted by mail is not entitled to vote at the meeting.
C. The date of the election shall be set by the Board of Directors no less than six (6) months before the date of the election and such date shall be posted on MPEI’s website.
D. Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on the MPEI’s website no less than two months before petitions to become a candidate are due. This mailing should include the following information:
- Qualifications for becoming a director pursuant to Article IV. Section 3 of the MPEI Bylaws;
- Petition requirements and deadline;
- Deadline for submitting Petition;
- Deadline for MPEI mailing ballots;
- Deadline for Members to mail ballots to the Credentials Committee; and
- Election date.
E. The deadline for mailing ballots shall be posted on the website at least two months before the deadline and shall remain so posted until after the election.
F. The mail ballot shall be voted by the member, placed in a special secrecy sleeve or inner envelope provided for the purpose so as to conceal the marking on the ballot, deposited in a return envelope, which must be signed by the voting member, and mailed back to the Credentials Committee (defined below). A mail ballot received in a signed return envelope but without a secrecy sleeve or inner envelope shall not be voided simply because it is delivered without a secrecy sleeve or inner envelope.
G. Proxy or cumulative voting is prohibited.
H. Board candidates shall be entitled to receive a list of all MPEI members in a usable format and on the same basis and at the same time as such lists are made available to incumbent directors running for re-election. Candidates shall use such lists only for purposes related to the election and shall return or destroy them immediately after the election.
I. The order of names on the ballot shall be determined randomly in a manner that does not automatically assign the top line to the incumbent. The candidates will be invited to observe the selection of ballot order.
J. Each year the Board of Directors shall appoint an independent, third-party professional election services company (the “Credentials Committee”) to: (i) conduct the design and printing of ballots; (ii) manage mailing of ballots to members, (iii) receive completed ballots and provide for the secure storage of the completed ballots for tabulation; (iv) provide for replacement ballots; (v) segregate ballots questionable under Colorado law and this policy and voting guidelines for determination of validity by the Election Supervisory Committee; and (vi) tabulate the valid ballots and certify the results to MPEI’s attorney for announcement on the day of the election. The Credentials Committee will also be responsible for ballot recounts if such are required by this policy. Ballots shall be collected and stored in a manner that protects the privacy of their content. The Credentials Committee must deliver the ballots to MPEI under seal promptly after the count and, upon the request of any candidate, made available to the candidate for inspection.
K. Neither MPEI nor the Board of Directors shall endorse or oppose the candidacy of an incumbent board member or other candidate for a position on the board. During the two months immediately preceding the election, board members shall not send individual newsletters using MPEI resources. Except for use of member lists, no candidate, whether incumbent or challenger, shall use MPEI property for any campaign purposes. Such property includes, but is not limited to MPEI’s logo, signage, newsletter, or other communications resources.
L. Pursuant to Article III., Section 4.(d) of the MPEI Bylaws, to be elected, a candidate must receive a majority of all valid votes cast for the contested district. If no candidate receives a majority of all valid votes cast for the contested district, then MPEI shall conduct a runoff election of the two candidates receiving the most votes from the initial ballot. Members may vote for a candidate in the runoff election by mail or in person at a special meeting called for the purpose of holding the runoff election. Said special meeting shall be held not later than ninety (90) days after the annual meeting. If there is a tie vote resulting in exactly 50% of the votes being cast for one candidate and 50% for another candidate, the winner will be determined by coin flip. The coin flip shall be conducted by a member of the Election Supervisory Committee in the presence of both candidates or their designated representative.
M. A recount for the election of a director must be conducted if the difference between the number of votes cast between any two of the top three director candidates in the election contest is less than or equal to one-half of one percent (0.5%). An election contest is for the specific director district contest, not the election as a whole. The cost of the recount shall be paid by MPEI. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.
N. If the difference is greater than one-half of one percent (0.5%) but less than two percent (2.0%), the candidate with the fewer number of votes cast in the election contest may submit to MPEI’s attorney a notarized written request for a recount within three (3) business days of the election. The cost of the recount must be paid by the requesting party prior to the commencement of the recount. The cost of the recount shall be refunded if the recount changes the winning director or a director moving on to a runoff election. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.
O. All board members shall make available to Cooperative members some means for direct contact, whether by telephone, electronic mail, or regular mail. Information on how to contact each board member by one or more of these methods shall be available on the Cooperative website.
P. All elections shall be under the direction of MPEI’s general counsel and a staff member designated by the General Manager, who shall coordinate the election with the Credentials Committee and Election Supervisory Committee. The MPEI staff member shall not be engaged in the mailing, storing or tabulation of ballots, which shall be done by the Credentials Committee.
Q. The designated staff member and MPEI’s general counsel will prepare procedures for checking in members at the member meeting to determine a quorum and such other matters as are needed for the conduct of the elections.
R. The Credentials Committee, working with MPEI’s general counsel, will prepare detailed procedures for collecting, sorting, validating, tabulating and reporting on election ballots.
S. All activities of the Credentials Committee shall be done under the direction and control of MPEI’s general counsel or such individuals designated by him or her.
T. This policy shall be posted to MPEI’s website.
IV. Director Election Supervision
The Board shall appoint an Election Supervisory Committee no later than the regular board meeting immediately preceding the deadline for submission of nominating petitions. The Election Supervisory Committee shall consist of three members who reside in Director Districts other than the District for which there is a contested election, to oversee the election and voting process. In the case of jointly held memberships, pursuant to Article I, Section 3(a) of the MPEI Bylaws, only one of the joint members may be on the committee. The Committee's responsibilities include, but are not limited to, resolving all issues or questions that may arise with respect to the election and voting process, the validity of members' signatures on nominating petitions as identified as questionable by MPEI staff, the validity of members’ signatures on ballots identified as questionable by the Credentials Committee, the registration of members, and any challenges to the election and voting process. The Cooperative Attorney shall be present at all stages of the registration and meeting to advise the Election Supervisory Committee as needed. The Board may appoint alternates who may serve as a member of the Election Supervisory Committee in the event a Committee member is unable or unwilling to serve.
V. Voting Qualifications
A. Only members of the Cooperative residing in or receiving service in the contested district may sign a nominating petition and only members residing in or receiving service in the contested district may vote by mail or at regular and special meetings of Members. If a member is receiving service in more than one District, the member shall state in writing, delivered to the Cooperative, in which District the member shall vote.
B. As a practical matter, the Cooperative asks Members to certify their membership by their signature on petition forms and return envelopes containing ballots. The Cooperative verifies membership based upon that member's record and application for service. From time to time, such signatures vary from Cooperative records requiring a determination of validity. Using the philosophy of allowing as many members as possible to express their vote, determinations of validity will err on the side of acceptance. Specific membership types and acceptable signatures for each include, but are not necessarily limited to, the following:
- Individual Membership - The member of record's signature. In the case of a joint Membership, one signature from any joint member is acceptable on a return envelope, and one signature is acceptable on a nominating petition.
- Corporate Membership - The signature of an officer or assistant officer of the corporation such as President, Vice-President, Secretary or Treasurer. Such signature must be on record with the Cooperative.
- Unincorporated Entity Membership - The signature of an authorized representative on record with the Cooperative.
C. The Election Supervisory Committee will determine questionable signatures and membership validity questions.
VI. Ballot Procedures
A. For each election a printed ballot and a special envelope for the concealing of such ballot by each member who votes, together with a return envelope containing a signature line by the voting member shall be mailed to each member entitled to vote in the District in which the election takes place. Each member shall be instructed that if he or she wishes to vote, the ballot shall be marked in accordance with instructions to be placed on each ballot, such ballot shall then be placed in the special envelope, and the special envelope containing the ballot shall then be mailed to the to the address shown on the return envelope, which must be signed by the member. Return envelopes not signed by a member shall not be counted. Return envelopes shall be addressed to the Credentials Committee. The Credentials Committee shall keep them unopened and secure until the tabulation process begins. The Cooperative may also provide a secure ballot box for members to deliver voted ballots to MPEI. Ballots delivered in this manner will be kept by MPEI unopened and secure until the tabulation process begins by the credentials committee.
B. The return envelopes shall have affixed to them a member name(s) and address label generated from the membership records of the Cooperative. The return envelope should contain all joint members’ names. The signature of one joint member shall validate a ballot. The envelopes shall have a signature block for the member's signature, printed name and title. Other appropriate information and directions will also be provided. Any ballots delivered to the Cooperative in person or by mail shall be delivered by secure means to the Credentials Committee prior to the member meeting.
C. The Credentials Committee shall 1) maintain an accounting of the number of return envelopes 2) sort the envelopes into groups after comparing the member label to the signature block. The groups include: i) envelopes signed by the member, officer or authorized representative, ii) envelopes unsigned, iii) envelopes to be reviewed by the Election Supervisory Committee for their determination of validity.
D. Questions or concerns raised by a candidate regarding the handling of return envelopes should be directed in writing immediately to the Election Supervisory Committee for its review and determination.
E. The Credentials Committee will transport all return envelopes to the site of the meeting of members and maintain custody and control during meeting registration and tabulation. The Credentials Committee will also supervise the in-person voting process.
F. The Credentials Committee shall supervise the collection and transport of all ballots cast in person to a site to begin the ballot counting process.
A. An important part of the meeting of members is registration of members to determine the presence of a quorum and, if required, to verify membership for voting purposes. The registration process is handled by the Cooperative’s staff and employees prior to the start of the business portion of the meeting.
B. In the event there is a contested election of directors, the registration process will continue to be carried out by the Cooperative employees, and the voting process for director elections will be supervised by the selected Credentials Committee under the general oversight of the Election Supervisory Committee.
C. In person balloting will be available to members prior to the business portion of the Meeting of Members, beginning at the open of registration for the Meeting of Members. The Notice of Meeting of Members shall specify the time when ballots will be available for in-person voting. In person balloting is not allowed for Members who have voted by mail prior to the meeting.
D. A qualified candidate may observe the registration and voting process. No candidate shall be allowed to observe in a way that enables the candidate to determine how many votes are cast for a candidate. Candidates shall not touch or take possession of ballots at any time.
E. No person shall be allowed to electioneer, photograph, videotape or tape record any activity in the registration and voting area while an election is in progress. Nor shall unauthorized persons congregate within the registration or ballot tabulation area.
F. Any question, concern, dispute or inquiry regarding any election or voting issue that might arise during the registration and voting process must be submitted in writing to the Election Supervisory Committee for their review and determination. A written submittal to any member of the Committee shall be sufficient. The Committee may respond to non-written questions but such shall not be considered a legal form of inquiry or answer.
A. Except as stated in the following paragraph, any qualified candidate may challenge the correctness of any announced result of a Director election in which he/she was a candidate. Any challenge so raised must be made in writing, stating the grounds(s) and the requested relief, addressed to the Election Supervisory Committee, and presented within ten (10) calendar days from the close of balloting. The Committee will authorize the relief requested if the Committee determines that the ground(s) have merit. If a recount is authorized, it shall be conducted at the requesting party’s expense, paid in advance, and the recount shall be performed in the same manner as performed for the original vote count, correcting, if necessary, any objections to the procedure.
B. Due to the nature of the balloting by mail process as required by State law, any challenge by a qualified candidate of the balloting by mail process, method of handling return envelopes, validation of members signatures, acceptance or rejection of return envelopes and/or other issues relating to balloting by mail must be made prior to the opening of ballot containing envelope. Any challenge so raised must be directed in writing to the Election Supervisory Committee for its review and determination. Once the return envelopes are opened, the special ballot envelope containing the member's ballot will be removed, eliminating any method of identifying any ballot from any other. Once envelopes are opened, challenges to the ballot by mail process will be denied.
IX. Dispute Resolution
A. The Election Supervisory Committee shall have the authority to rule on all questions that may arise with respect to the validity of nominating petitions, validity of member signatures, the registration of members, counting of ballots cast in any election, determination of the validity of any ballot irregularly marked or cast, rulings upon all other questions that may arise relating to the ballot by mail process, member voting and the election of
B. In the event any clause or provision of these guidelines shall be adjudged to be invalid or void, or determined to be in conflict with Mountain Parks Electric, Inc. Articles of Incorporation, Bylaws, existing laws, rules and regulations of the United States of America, State of Colorado, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules, and regulations shall take precedence over the particular guideline and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining guidelines, clauses and provisions contained herein.
It shall be the responsibility of the Board of