High School Auditorium

As required in Article II, Section 1 of the By-Laws of the Arab Electric Cooperative, the Annual Meeting of the Membership was held on August 27, 2022, the fourth Saturday in August, at the Arab High School Auditorium. The meeting was called to order at 9:00 am by the President of the Board of Trustees, Charles Whisenant. The Board President announced that, counting the mail-in ballots received, a quorum was achieved for the Annual Meeting.

The Board President then called on Clint Maze to give the invocation and Board Member Bill Stricklend to lead the Pledge of Allegiance to the United States Flag. Following the invocation and the Pledge of Allegiance, the Board President then welcomed all in attendance, thanked the employees of the Cooperative, and thanked the Board Members for their service for the previous year. After a few additional brief remarks, the Board President then turned the meeting over the Board Attorney to conduct the remainder of the Annual Meeting.

Clint Maze, returned to the podium and introduced the Board of Directors, to wit:

District 1

Janet Bright, Term #1

Term Expires 2022

District 2

Jordan Stewart1, Term #1

Term Expires 2023

District 3

Dianne Prestridge, Term #2 Term Expires 2025

District 4

Bill Stricklend, Term #1 Term Expires 2022

District 5

Tyler Barnes, Term #1 Term Expires 2023

District 6

Jeff Warren, Term #1 Term Expires 2025

District 7

Nathan Clark, Term #1

Term Expires 2023

District 8

Charles W. Whisenant, Term #2

Term Expires 2025

District 9

Ty Smith,Term #2

Term Expires 2022

On the Ballot for this Annual Meeting was the election of trustees for Districts 1, 4 and 9. Also on the Ballot is the Proposed Amendment of the By Laws proposed by the Board of Trustees on February 28, 2022. There were 13,237 ballots that were mailed to members. 2,179 ballots were mailed into Survey & Ballot Systems prior to the meeting and 43 ballots were received in person, for a total of 2,222 received.

The Board Attorney then called for a motion to dispense with the reading of the notice of the 2022 Annual Meeting. The motion was received and duly seconded, and the motion carried by voice vote. The Board Attorney then called for a motion to dispense with the reading of the minutes of the of the 2021 Annual Meeting. The motion was received and duly seconded, and the motion carried by voice vote.

The Board Attorney then announced that there was no old/unfinished business for the membership to consider and open the floor for new business. There were no items raised as new business. The Board Attorney then called on the General Manager, Stacey White, to provide the membership with a financial update and give a report on the accomplishments of the previous year.

The General Manager came to the podium and presented the financial report for the 2021-2022 fiscal year and reported on the major projects undertaken in the last fiscal year. Following the General Manager’s update, the Board Attorney then called for the introduction of the candidates by Archie Anderson, who were all unopposed and who were reelected by acclimation.

The Candidates who qualified were:

Proposed By Law Amendent

ARTICLE III, TRUSTEES

SECTION 2 QUALIFICATIONS & TENURE. At the annual meeting of the members of the Cooperative, 1969, the trustees shall be elected by ballot for staggered four-year terms by and from the members of the Cooperative. Trustees shall be limited to three (3) consecutive terms. Trustees who have served three consecutive terms are not eligible to run for the position of trustee until he or she has been off the board for a full term. No member shall be eligible to run for the position of trustee after reaching the age of eighty years old.

No member shall be eligible to become or remain a trustee or to hold any position of trust in the Cooperative who is not a bona fide resident in the area served by the Cooperative, or who is in any way employed by or financially interested in a competing enterprise or a business selling electric energy or supplies to the Cooperative, or a business primarily engaged in selling electrical or plumbing appliances, fixtures or supplies to the members of the Cooperative. When a membership is held jointly by a Spouse, either one, but not both, may be elected a trustee, provided, however, that neither one shall be eligible to become or remain a trustee or to hold a position of trust in the cooperative unless both shall meet the qualifications hereinabove set forth. Nothing in this section contained shall, or shall be construed to affect in any manner whatsoever the validity of any action taken at any meeting of the board of trustees.

ARTICLE XIII, AMENDMENTS

These bylaws may be altered, amended or repealed by the members at any regular or special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. For any proposed by law amendment to be placed on a ballot for membership consideration, the proposed by law amendment must be approved by the Board of Trustees or supported by a petition signed by a Quorum of the membership, as defined in Article II, Section 4, above.

Do you support adopting the two proposed by-law amendments, shown above?

Following the reading of the candidate biographies, Mr. Dick Berg of Survey & Ballot Systems presented the election results. Based on the certified vote totals, the Proposed By-Law Amendments passed with 1,638 voting to approve and 202 voting to reject. The Board Attorney then thanked Mr. Dick Berg for his services.

Following the presentation of the vote totals, Mr. Dick Berg supervised the drawing for the door prizes. With no other business to come before the membership, the Board Attorney called for a motion to adjourn. The motion was received and duly seconded, and the motion carried by voice vote.