2017 Board of Director Elections

Positions Open:

Two Director positions on the Holy Cross Energy Board of Directors are up for election at the Annual Meeting of Members scheduled for Thursday, June 8, 2017.

  • Northern District – One Director:

The Northern District is the general area east of Glenwood Canyon along the I-70 corridor to Vail Pass, including Gypsum, Eagle, Edwards, Avon and Vail.

  • Western District – One Director

The Western District is the general area south of the Colorado River from New Castle to Battlement Mesa and westerly of the Eagle/Garfield County line extended to the south, described as the Glenwood Springs to Marble area.

To view the Board of Directors - District Map – click here

Board Composition:

A seven-member board, representing three Director Districts, is elected to direct the business and affairs of Holy Cross Energy.  Each Director is elected for a three-year term.

District Representation:

  • Northern – Four (4) Directors
  • Southern – Two (2) Directors
  • Western – One (1) Director

General Qualifications:

  • Candidate must:
  1. Be a member of Holy Cross Energy (HCE)
  2. Have received electric service from HCE for at least two years immediately prior to June 8, 2017
  3. Receive electric service at their primary residence within the district he or she is to represent
  4. Not have a conflict of interest (refer to Conflict of Interest Transaction below)
  5. See Specific Director or Director Candidate Qualifications below

Time Requirements:

  • Time requirements for a Director include attendance at a full-day Board meeting on the third Wednesday of each month.  Generally, such meetings are held at the HCE headquarters office, in Glenwood Springs.
  • Attendance at other special meetings as required.

Compensation:

  • Board of Directors receive $200 for each half-day meeting (duration of up to four hours); $400 for each full-day meeting (duration of up to eight hours); a $600 monthly stipend; and reimbursement of mileage and miscellaneous expenses actually and necessarily incurred in carrying out Holy Cross Energy business.

Nominating Petitions:

  • Petition forms will be available, at the HCE headquarters office, 3799 Highway 82, Glenwood Springs, CO, beginning at 8:00 a.m. on Wednesday, February 15, 2017.
  • Nominations may be made only by written petition signed by 15 or more members who reside in the district for which the Director seat nomination is made.  (Note: It is recommended that the prospective candidate collect a few more signatures to ensure that 15 valid member signatures have been secured.)
  • Each petition shall nominate one and only one candidate for a Director position.

Deadlines:

  • Nominating petitions, signed by at least 15 qualified members, must be filed in person at the HCE headquarters office, no later than the close of business (4:30 p.m. – Mountain Time) on Monday, April 24, 2017.

Director Candidate Check List:

  • After a nominating petition has been received and signatures validated, the candidate must also provide the following executed documents (Original documents will be furnished to the candidate by HCE):
  1. Certification of Compliance
  2. MSEC Disclosure for Background Check
  3. Candidate permission form for HCE to provide candidate’s email address to local newspapers
  4. 250-word Candidate Profile for the Consumer Connection (due by April 26, 2017)

Ballots – Contested Election Only:

  • In the case of a contested election, ballots will be included with the “Annual Meeting Edition” of the Consumer Connection newsletter mailed out in mid-May 2017.
  1. HCE’s independent certified public accountant will be responsible for collecting and tabulating the secret ballots.
  2. Completed ballots may be returned by mail to the certified public accountant, or you may vote in person at the June 8, 2017, Annual Meeting.
  3. All ballots, whether sent by mail or hand delivered at the Annual Meeting, must be received on or before 6:00 p.m. on June 8, 2017. 

MORE DETAILED INFORMATION BELOW:

Exact Boundary Information:

  • Director Districts:

    Northern:
    The Northern District shall be defined as and include Townships 2 through 5 South, Ranges 87 and 88 West and Townships 2 through 6 South, Ranges 79 through 86 West, generally described as the Gypsum to Vail area.

    Southern:
    The Southern District shall be defined as and include Townships 7 through 12 South, Ranges 82 through 87 West, lying easterly of the Eagle County/Garfield County line extended to the south, generally described as the Basalt to Aspen area.

    Western:
    The Western District shall be defined as and include Townships 6, 7, and 8 South, Ranges 90 through 96 West, generally described as the New Castle to Parachute area, and Townships 6 through 12 South, Ranges 87, 88 and 89 West, lying westerly of the Eagle County/Garfield County line extended to the south, generally described as the Glenwood Springs to Marble area.

  • To view the Board of Directors - District Map – click here

Specific Director or Director Candidate Qualifications:

  • Director Qualifications - General

To become and remain a Director, a Person must comply with the following general qualifications:

  1. be an individual;
  2. have the capacity to enter legally binding contracts;
  3. not have been previously removed as a Director;
  4. while a Director, and before becoming a Director, not had a judgment of conviction entered against such individual or pled guilty, nolo contendere, or entered an “Alford Plea” to any felony or to any crime involving an offense against a person involving fraud or any crime of dishonesty, computer misuse, gambling, morals, weapons, financial matters of any kind, or other crimes which in the judgment of a majority of the current Board of Directors warrant disqualification; and
  5. except as otherwise provided by the Board for good cause, receive a Credentialed Cooperative Director designation, Director’s Certificate, or similar designation or certification from the National Rural Electric Cooperative Association within three years of becoming a Director;
  6. except as otherwise provided by the Board for good cause, attend at least five-sixths of all Board Meetings during each 12 month period; and
  7. be a member of and have received electric service from the Association for a consecutive period of at least two years immediately prior to the date of the Person’s election as a Director.
  • Director Qualifications - Membership

To become and remain a Director, a Person must comply with the following membership qualifications:

  1. While a Director and during the two years immediately before becoming a Director:
  • be an unsuspended member; and
  • permanently reside, and use electric energy provided by the Association, at a residence within the Director District from which the Director is nominated or appointed and elected.
  • Director Qualifications - Independence

To become and remain a Director, an individual must comply with the following independence qualifications:

  1. annually complete and sign an independence certification and disclosure form approved by the Board;
  2. while a Director and during the five years immediately before becoming a Director, not be an employee of the Cooperative or an employee of an entity controlled by the Cooperative or in which the Cooperative owns a majority interest (“Cooperative Subsidiary”);
  3. while a Director and during the one year immediately before becoming a Director, not be an employee of an entity in which the Cooperative is a member or owner (“Cooperative Affiliate”);
  4. while a Director and during the five years immediately before becoming a Director, not have been a director, officer, employee, or agent of a union or other entity representing, or seeking to represent, Cooperative employees regarding the terms and conditions of employment with the Cooperative;
  5. while a Director and during the one year immediately before becoming a Director, not receive or have a Close Relative that receives more than 10 percent of annual gross income, other than insurance or Director compensation (or retirement) income, directly or indirectly from the Cooperative, a Cooperative Subsidiary, a Cooperative Affiliate, or an employee of the Cooperative or a Cooperative Subsidiary;
  6. while a Director, not be a Close Relative of a Cooperative Official, Director or Cooperative employee;
  7. while a Director, not be employed by another Director, or be employed by, or receive more than 10 percent of annual gross income from, an entity for which another Director controls, owns more than 10 percent, or is a Director or officer; and
  8. while a Director and during the one year immediately before becoming a Director, not be employed full time (more than 1,000 hours per year) by, control, own more than 10 percent of, serve as a Director or officer of, or receive more than 10 percent of annual gross income from an entity that:
  • employs more than one Director; or
  • receives more than 10 percent of its annual gross income directly or indirectly from the Cooperative or a Cooperative Subsidiary or Cooperative Affiliate.

Conflict of Interest Transaction:

A conflict of interest transaction is a contract or transaction with the Cooperative in which a Director has a direct or indirect interest.

  • Indirect Interest

A Director has an indirect interest in a contract or transaction with the Cooperative if at least one party to the contract or transaction is another Entity:  (1) in which the Director has a material or financial interest, or is a general partner; or (2) of which the Director is a director, officer, or trustee.

  • Approval of Conflict of Interest Transaction

Regardless of the presence or vote of a Director interested in a Conflict of Interest Transaction, a Conflict of Interest Transaction may be approved, and a Board Quorum or Member Quorum satisfied, if the material facts regarding the Conflict of Interest Transaction and the Director’s interest, are:

  • disclosed or known to the Board or Board Committee, and a majority of more than one Director or Board Committee member with no interest in the Conflict of Interest Transaction votes in good faith to approve the Conflict of Interest Transaction; or
  • disclosed or known to the members, and a majority of members not voting under the control of a Director or Entity interested in the Conflict of Interest Transaction votes in good faith to approve the Conflict of Interest Transaction.
  • Fair Conflict of Interest Transaction

A Conflict of Interest Transaction that is approved pursuant to HCE Bylaw, or that is fair to the Cooperative when entered or approved pursuant to HCE Bylaw, is not, solely by reason of being a Conflict of Interest Transaction: (1) void or voidable; or (2) the basis for imposing liability on a Director interested in the Conflict of Interest Transaction.

Questions:

  • Still have questions about the Board of Directors election process, Director qualifications, etc.?  Please contact Craig Tate – Member Services at (970) 945-5491.

Reminder:

  • The 78th Annual Meeting of Members, of Holy Cross Energy, will be held at 4 Eagle Ranch, 4098 Highway 131, Wolcott, Colorado at 6:30 p.m. on Thursday, June 8, 2017.

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