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BALLOT ITEM #1 – General Restated & Amended Bylaws

Summary: This item proposes an updated and reorganized version of VEA’s bylaws to make them clearer, easier to read, and better aligned with how the cooperative operates today. The overall proposed changes include adding a table of contents; reordering and renumbering articles and sections; clarifying meeting types and notice requirements; updating definitions and cross-references; and removing duplicate or outdated provisions.

You approve the updated, reorganized bylaws, which are aimed at providing more clarifying and modernized language, and reflect current operations without changing rates, fees, or member ownership rights.

The bylaws will remain in their current form, including existing structure and language.

BALLOT ITEM #2 – Voting Method & Election Officiation

Summary: This item provides that director elections and bylaw amendment votes will be administered by an independent third-party election company, unless otherwise required by the bylaws. Members may vote by mail, online/electronic ballot, or proxy. Ballots will not be cast at the meetings allowing the election results provided by the independent company to serve as the official election results. This item does not change the number of votes allowed per membership or permit non-members to vote. Each membership continues to be entitled to one vote. This item does not cover any special or petitioned meetings where in-person voting is required.

Members may vote by mail, electronic ballot, or proxy, with elections administered by an independent third-party election company. Ballots will be processed and counted completely by an independent election administrator rather than through in-person voting or internal tabulation.
The voting methods will remain unchanged from the current bylaws, without explicit authorization for expanded voting options.

BALLOT ITEM #3 – Director Candidacy Process – Petition-Based Elections

Summary: This item proposes replacing the Credentialing Committee and Nominating Committee with a petition-based director’s candidacy process. All members seeking to run for the Board of Directors would qualify by meeting established eligibility requirements and submitting a completed application, background check, and a petition supported by the required number of member signatures from their district. This process allows any qualified member who meets the requirements to appear on the ballot and is designed to be more transparent, open, and member-driven.

The Credentialing and Nominating Committees will be removed, and all members wishing to run for the Board of Directors must qualify by submitting a completed application, background check, and a petition with the required number of member signatures from their district.
The Credentialing and Nominating Committees will remain in place, and director candidates will continue to be reviewed and nominated through those committees.

BALLOT ITEM #4 – Election by Acclamation in Uncontested Districts

Summary: This item provides that when only one qualified candidate runs for a district board seat, that candidate will be elected by acclamation and no ballot will be issued. This avoids unnecessary election costs while maintaining all qualification requirements.

When only one qualified candidate runs for a district board seat, that candidate will be elected by acclamation and no ballot will be issued, reducing unnecessary election costs.
A ballot will continue to be issued, and an election conducted even when only one qualified candidate runs for a district Board seat.

BALLOT ITEM #5 – Method of Director Candidacy Selection When Three or More Candidates Run for the Same Seat

Summary: This item asks members to choose how directors are elected when three or more candidates run for the same district seat. (This item does not change the election process when there are only two candidates, which remains a plurality vote.) Members must select only one of the following options when voting.

A candidate must receive 50% + 1 of votes cast to win an election. If no candidate reaches that threshold, the top two candidates are placed into a runoff election conducted as a second balloted election.
Members rank candidates in order of preference. If no candidate receives a majority, the lowest candidate is eliminated and votes are redistributed until one candidate reaches a majority.
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The candidate receiving the highest number of votes cast shall be elected.

BALLOT ITEM #6 – Member Meetings

Summary: This item allows member meetings to be held using in-person, online, or hybrid formats at times determined to best support participation and enhance accessibility across VEA’s service area.

Member meetings may be held in-person, online, or in a hybrid format, allowing the Association to improve access and participation.
Member meetings will continue to be governed by the current bylaws, which do not explicitly allow hybrid or online formats.

BALLOT ITEM #7 – Special or Petitioned Member Meeting Timeline

Summary: This item clarifies that special or petitioned member meetings shall occur within sixty (60) days following receipt of all required documentation to allow adequate time for notice and logistics.

Special or petitioned member meetings will be scheduled within 60 days after all required information has been completed and submitted.
The timeline will remain governed by the current bylaws, which provide a shorter timeframe of 45 days.

BALLOT ITEM #8 – Patronage Capital (Capital Credits) Governance Framework

Summary: This item updates and clarifies existing bylaw language regarding patronage capital to improve clarity and organization without changing how capital credits are allocated to members.

The bylaws will continue to require margins to be allocated to members, with clearer language and administrative flexibility through Board-adopted policies.
All capital credit provisions will remain fully embedded in the bylaws, limiting flexibility to adapt practices.