October 6, 2025
The North Arkansas Electric Cooperative Board of Directors discussed seven member-submitted proposals during a special meeting July 24 at the Salem office.
Directors in attendance included: President Cameron Davis, Vice President Beth Carter, Secretary/Treasurer Sonya Wiles, Larry Goodwin, Ted Kerley, Heather Loftis, Marc Walling and Dennis Wiles. CEO Mel Coleman and Roger Morgan, NAEC’s attorney, also were present.
A group of members previously had submitted the proposals to the board, and they were posted to naeci.com and available at co-op offices in June. Members had the opportunity to speak for or against them at the 2025 Annual Meeting at the Salem Civic Center on June 19. The proposals in their entirety, as well as statements for and against them, may be found here. Members also may request a paper copy at any NAEC office. In addition, a recording of the 2025 Annual Meeting is available here. Member proposals are addressed under new business beginning at the 3:20 mark.
At the July 24 special board meeting, Morgan provided legal guidance to directors in advance of their discussion. He said that the proposals dealt with areas in which only the board has been given the legal authority to act, and the proposals are not subject to a vote of the membership. He specifically referenced Arkansas Code Annotated 23-18-321(a)(1), which, among other things, vests authority to manage a co-op’s financial affairs and alter bylaws in the elected board.
The first proposal wanted rates reverted to those in affect before the July 2025 increase and for any future increase to be approved by a majority vote of the membership. Directors expressed concerns that the co-op’s lenders, including the USDA’s Rural Utilities Service and Cooperative Finance Corporation, no longer would lend necessary funds if NAEC was required to get 51% of its approximately 30,000 members to agree to a rate increase. After discussion, directors decided to keep the management of rate increases with the board, an authority vested in it by NAEC’s bylaws as well as Arkansas law. NAEC will continue to follow all rules and regulations set for by its regulator, the Arkansas Public Service Commission, regarding any future rate adjustments. This includes abiding by advance publication requirements and member feedback period.
The second proposal wanted board meetings to be open to members. Directors discussed how a board policy already addresses how a member can present a matter or discuss an issue before the board. To do so, a member must submit a written request to the CEO at least 30 days prior to the meeting at which he or she wishes to appear; the request should include a summary of the matter or matters to be presented. As members have a method to attend board meetings already, directors did not change existing board policy relating to that. However, the board decided to post a summary of each meeting to naeci.com moving forward.
The third proposal wanted a majority vote of the membership to approve any future bylaws changes. After discussion, the board declined to make any changes as the NAEC bylaws and state law provide that the power to make or change bylaws is vested in the board.
As with the first proposal, the fourth proposal wanted any future rate increase to be approved by a majority vote of the membership. Directors declined to make any changes as doing so would conflict with both the co-op bylaws and Arkansas law.
The fifth proposal wanted two general membership meetings each year as well as changes to quorum requirements and the voting process. It would require bylaws changes. The board discussed the various components of the proposal and declined to make bylaws changes. They noted that members have several methods for concerns to be addressed, including contacting the CEO, attending Annual Meeting and appearing before the board.
The sixth proposal wanted to change director terms to two years, rearrange the number of board members representing each area and alter the nomination process. The board discussed the existing term limits that went into effect with the 2014 Annual Meeting; per NAEC’s bylaws, directors now may be elected to serve up to three six-year terms. Although no immediate changes have been made to the bylaws or board policies, the board is committed to a deeper review of the board nomination process and the composition of board positions to ensure strong representation across the co-op’s service area.
The seventh proposal wanted changes in director qualifications. The board declined to change the bylaws as suggested because retired NAEC employees already can run for a board position after three years, and current bylaws address how any potential conflict of interest with a director’s relative is to be avoided.
