Expectations of a Director
1) A director must meet the qualifications and requirements located in Article III, Section 2 of the Cooperative By-Laws which are: No person shall be eligible to become or remain a director of the Cooperative who:
(a) is not a member of the Cooperative, receiving telephone service at the member's primary residence in the district from which the director is elected;
(b) within five years preceding a director candidate's nomination was an employee of the Cooperative;
(c) is or becomes, or at any time during the five (5) years preceding a director candidate's nomination shall have been, employed by a labor union which represents, or has represented, or has endeavored to represent any employees of the Cooperative;
(d) is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an employee of the Cooperative;
(e) is a person that is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an incumbent director that is not up for re-election at that time;
(f) is in any way employed by or owns a controlling interest in an enterprise competing with this Cooperative or any business owned by this Cooperative.
(g) is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director; or
(h) is absent without being excused by the board from three (3) or more regular meetings of the Board of Directors during any twelve (12) month period.
2) A director must be willing to accept the personal liability associated with a director's responsibilities. Our corporate attorney, Mr. Sheldon McRae at 243-3178 can answer any questions regarding directors personal legal exposure.
3) A director must be available on average two full days per month for meeting attendance and must be available to their district's membership to answer questions and assist with company relations at all times. Directors are also responsible to comply with all company policies including Board Policy #5. For a copy of this policy, please contact the business office.
4) A director should have a wide range of business experience, be well known and respected throughout their district, communicate his or her ideas effectively, be willing to cooperate with all company stakeholders and have a keen interest in telecommunications issues, as well as technology issues in general.
5) Directors are compensated on a per diem basis per day worked plus expenses. Directors also receive access to company provided services. Directors receive an IRS form 1099 for all cash and non-cash compensation.
6) Directors are selected by majority vote of the members in two phases:
(a) Phase One - a district only caucus meeting is held in each district every five years, normally in early spring. District members nominate and select no more than two district candidates to run for each board seat.
(b) Phase Two - a company wide election is held in conjunction with our annual meeting in the late spring. The entire membership selects one director from each district for a five-year term from the possible two candidates chosen at a district caucus.
7) Two districts on average out of eight total districts select a director each year.
8) If you are interested in seeking a directorship position with Paul Bunyan Rural Telephone Cooperative and desire more information, please contact the CEO/General Manager at 1-888-586-3100.