Directors, who are also co-op members, serve on behalf of the membership to provide mission-based leadership and strategic governance. The Board determines the strategic direction of the cooperative by establishing board policies, approving the budget, and setting rates. The Board is also responsible for the hiring, yearly review, and succession planning of the Salem Electric general manager (GM), and the general manager is responsible for managing the day-to-day operations of the cooperative and its employees. 

The Salem Electric Board consists of seven directors who are elected by the membership to serve a three-year term. Directors receive compensation for their time while actively participating in board business such as attending board meetings, committee meetings, and industry-related training and conferences.

Regular board meetings are generally held at 6:00 p.m. on the fourth Tuesday of every month.

The time commitment varies, but directors can expect to spend five or more hours per month for preparation and participation in board and committee meetings, plus additional hours for association meetings and trainings.

Directors are encouraged to attend industry-related educational conferences annually and complete the National Rural Electric Cooperative Association (NRECA) Credentialed Cooperative Director certification by the end of their first three-year term.

Governance Structures and Practices

• Determines and guides the cooperative in the fulfillment of its goals, purpose, and governing policies.
• Adheres to sound governance practices and procedures.
• Assures that the cooperative has a succession plan in place for the GM and itself.
• Encourages director diversity that reflects the diversity of the cooperative’s membership. Solicits diverse individuals to seek election to the Board, and considers diversity when filling vacant director positions.
• Coordinates with state and national cooperative organizations to determine a political action strategy that advocates for the co-op.

Cooperative Outlook

Encourages future cooperative success by cultivating member knowledge of and interest in the cooperative and board membership.

Vision and Strategic Oversight

• Adopts policies and develops practices to facilitate the following:

     Compliance with the law

     Preparation of accurate financial statements

     Adoption of and compliance with appropriate internal controls

     Assessment of major risks

• Generally oversees business performance, plans, and strategy.
• Oversees the allocation of the cooperative’s budget.
• Works with the GM to develop and evaluate corporate objectives and strategic plans.
• Decides what lines of business to be in (consistent with state law).
• Retains and oversees the work of the audit firm.
• Oversees the engagement of the cooperative’s attorney.
• Engages outside consultants when necessary to inform the Board.
• Hires and oversees the performance of the GM.
• Provides strategic guidance and feedback to the GM.
• Challenges, supports, evaluates, and compensates the GM as warranted.

Governance Structures and Practices

• Understands and fulfills the fiduciary duties of a director.
• Acts and responds within the established hierarchy and procedures of the cooperative.
• Votes with the best interests of the cooperative in mind.
• Demonstrates behaviors that support a diverse, inclusive, and equitable environment where all directors, staff, and members feel respected and valued regardless of gender, age, race, ethnicity, national origin, sexual orientation or identity, disability, or education.
• Advocates on behalf of the cooperative and engages in political processes in a way that aligns with board consensus, and encourages employees and members of the cooperative to do the same.

Cooperative Outlook

• Promotes the value of the cooperative within the community.
• Understands and provides effective oversight of the cooperative’s risk management efforts.
• Stays informed about board and committee matters.
• Serves as a conduit for information about community and members’ interests and concerns.

Personal Effectiveness

• Regularly attends board meetings and related local, regional, state, and national events.
• Understands and promotes the cooperative’s goals, vision, and strategic objectives.
• Is familiar with the cooperative’s organizational structure, financial information, key risks, and risk management strategy.
• Solicits and relays cooperative member comments, suggestions, and questions.
• Communicates individual positions of cooperative members, but votes on behalf of the entire membership.
• When voting, is adequately informed, exercises independent judgment, and avoids or addresses conflicts of interest.
• Reads cooperative and board communications.
• Thinks systematically, conceptually, and analytically to determine effective solutions.
• Participates in training and education to increase knowledge and understanding of industry and governance issues.
• Comes to meetings prepared, having reviewed materials and formulated questions for clarification of issues.
• Actively participates in board discussions, periodic evaluations, and planning efforts.
• Builds a productive working relationship with other directors that contributes to moving the cooperative forward.
• Serves on committees, task forces, or work groups as assigned.
• Comfortably uses basic technologies including a PC or tablet, email, and other applications or technologies used by the cooperative and the Board to communicate and conduct business.
• Recognizes that unless authorized by the Board of Directors, a director may not speak on the Board’s behalf; direct, instruct, or supervise cooperative employees or agents; or disclose confidential information or documents.

Nominations for director elections are made by written petition, which must be signed by at least one percent (1%) of the membership of record as of the preceding December 31. Petition packets are available to members on the second business day in January, and petition forms are due to the cooperative not less than 30 nor more than 90 days prior to each annual meeting. (Bylaw 4.4(a))

Qualified candidates must be members of Salem Electric or a designated representative, such as an owner or employee of a member firm, for at least two years prior to the election date, and in the 10 years prior to the election not been convicted of or plead guilty to a felony. Employees of the cooperative are not eligible for election. Members who hold a substantial financial interest in an enterprise competitive to the cooperative or are engaged in selling a substantial amount of electric energy or supplies to the cooperative are not eligible for election. (Bylaw 4.3)

Directors are elected to three-year terms at the Salem Electric Annual Meeting, which takes place each year on the first Tuesday in May. (Bylaw 3.1 and Bylaw 4.2)