Responsibilities of a Director

Life as a Kankakee Valley REMC Director

Who is a Director?

A director is a Kankakee Valley Rural Electric Cooperative (Co-op) member/consumer who has been elected from the entire membership to represent their district and serve the entire Co-op’s best interests. A director should be willing to actively engage in electric utility industry policy discussions. They should demonstrate a capability for thoughtful reasoning, future- thinking, and collaborative decision-making in the boardroom. Openness to change is also an attribute of an ideal director.

But what does it really take to be a Kankakee Valley Cooperative Director? Here’s what current directors say:

  • Being A Director Is Both A Joy And A Significant Responsibility. There’s Technical Jargon And Lots Of Time Spent Studying, Learning, And Discussing A Complex Industry On The Local, State, National, And World Levels. But Being  A Director Is Also Impactful In The Community And It’s An Incredibly Interesting Industry.
  • A Director Must Have Both A Desire To Contribute To The Co-Op’s Wellbeing And Confidence In Decision-Making. If You Have A Particular “Ax To Grind”, Special Cause Or Agenda, This Is Not The Place For You. The Board Follows Majority Rule, But Once A Decision Is Made It’s Unanimously Supported As The Board’s Opinion, Not Individual Opinions.
  • The Electric Industry Is Quite Complicated, With Lots Of Moving Parts, Many Of Which Are Outside Our Control. So A Member Who Wants To Join The Board To “Shake Things Up”, Is Likely To Be Disappointed. We Need To Seek The Best Horizon For Our Various Decisions, And That Usually Takes Longer Than Might Be Hoped.
  • The Board Employs The CEO To Run The Co-Op So The Board Is Not Directly Involved With Day-To-Day Activities. The Board Sets Operational Parameters Through Annual Budget Line Items, Reviews/Adopt Policies To Balance Both The Co-Op’s And Members’ Needs, And Formally Direct The CEO. Together, The Board And CEO Are A Team.
  • People Who Have Strong Community Connections, Or Who Would Like To Have Them, Will Thrive As A Director. Especially Those Who Enjoy Collaboration Across Entities— For Example, Working With Fellow Directors From Other Co-Ops Across Indiana And The Nation—There’s An Opportunity To Help Create Wonderful Relationships That Help Our Membership.

What are the Director’s Duties?

Because Kankakee Valley is a private corporation—not a public agency—a director has the same basic fiduciary duties and responsibilities as any other private corporation director, say, for a private bank or private manufacturer or private retailer. But remember that decisions are made with only the best interests of the members in mind, not stockholders.

Carry No Axes to Grind and Stay Out of the News: A director has the fiduciary duty to be loyal to the Co-op’s best interests as a whole—above any personal interests and in support of all board decisions, except in exceptional circumstances where there is a clear and present threat to the Co-op’s survival.

No One is Above the Co-op’s Rules: A director has the fiduciary duty to obey the Co-op’s articles of incorporation, bylaws, agreements, and applicable policies—even if you feel they are an annoyance or inconvenience to you. You lead by example.

Be a Lifelong Learner and Team Player: A director has the fiduciary duty to exercise due diligence and care in being well-informed on boardroom issues, attending meetings, getting trained, and adhering to confidentiality requirements for private, proprietary and/or otherwise sensitive information disclosed to you in the course of your service.

This is the Key: To fulfill the duties above, you must be tech-savvy with a Co-op provided iPad. You’ll rely on this iPad for all Co-op Microsoft Outlook email, archived documents, the monthly board packet in the DirectorPoint app and other uses. Staff will train you, but you will need to earn your tech wings quickly because you will be flying solo with your iPad in short order.

What Co-op Actions Does an Individual Director Take?

None. The board of directors collectively takes action by:

  • Approving General Policies, Annual Budgets, Special Contracts, Capital Credit Retirements, Bylaw Amendments, And Rate Schedules;
  • Hiring A CEO, An Audit Firm, And Corporate Counsel;
  • Establishing The Annual Meeting Date And Monthly Meeting Dates;
  • Appointing Voting Delegates To Affiliated Entities’ Annual Meetings And Approving Directors To The Operation Roundup Trust Board;
  • Monitoring The Co-Op’s Operations Through The CEO. A Director Makes Decisions In Collaboration With Six Fellow Directors As A Board. A High- Functioning Board Consists Of Directors With High Emotional Intelligence Demonstrating Mutual Respect And Seeking Out Each Other’s Perspectives To Inform Their Own Perspective On Pending Board Action. Specifically, Mutual Respect Means That Differences Of Opinion On Matters Considered And Acted Upon By The Board Should Not Be Shared Outside The Boardroom.

What is the Commitment?

Kankakee Valley’s board of directors meets about twelve times during the year. The board meets monthly, typically on the 2nd Monday convening at 6:30 p.m., but 4 p.m. meetings are also held occasionally during the winter months. Board meetings last approximately 2 to 3 hours and require at least an equal amount of time for advance preparation and study.

Kankakee Valley directors spend at least 8 to 12 hours a month reading industry-related materials and news to stay abreast of policy trends and information. You’ll also receive co-op and industry trade publications. You’ll be reading about energy industry trends and research, oftentimes sprinkled with acronyms and technical jargon that you’ll wonder about, and be expected to find out about.

As an elected representative voted on by the entire membership, you’ll be expected to be open to talking about co-op issues with members in your neighborhood and throughout Kankakee Valley’s service area. The CEO is the Co-op’s spokesperson and can answer any member’s questions, so your role is to be a member-ambassador connecting the Co-op to its members.

Kankakee Valley directors travel to out-of-town meetings 2 to 3 times during the year. Additionally, multiple-day, out-of-state travel is required 2 to 3 times annually in order to attend meetings addressing industry issues and for educational purposes.

Co-op policy requires that all directors must earn a Credentialed Cooperative Director (CCD) Certificate through the National Rural Electric Cooperative Association (NRECA). The Certificate is awarded by NRECA upon the successful completion of 5 courses: Director Duties and Liabilities, Understanding the Electric Business, Board Operations and Process, Strategic Planning, and Financial Decision-Making. These courses are held at Indiana Electric Cooperative Association in Indianapolis and prior to national and regional meetings. Each session lasts 1 or 2 days. The policy requires that directors attain certification within 2 years after being elected.