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NAEC logo September 28, 2026

Board clarifies bylaws regarding 'good standing' qualification

The North Arkansas Electric Cooperative Board of Directors discussed four member-submitted proposals during the August 25 board meeting at the Salem office.

Directors in attendance included: President Cameron Davis, Vice President Dennis Wiles, Secretary/Treasurer Sonya Wiles, Jerry Don Cunningham, Ted Kerley, Heather Loftis, Marc Walling and Ted York. Director Larry Goodwin participated via a conference call. 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 2026 Annual Meeting at the Salem Civic Center on June 23. 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 2026 Annual Meeting is available here. Member proposals are addressed under new business beginning at the 2:52 mark.

At the June 23 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 alter bylaws in the elected board.

Following discussion of the first member proposal, Morgan presented a resolution to amend the bylaws. The resolution clarifies that “good standing” means a director has received no more than three delinquent monthly service bills, as evidenced by three shutoff notices, during the preceding 24-month period. Upon a motion by Dennis Wiles and a second by Sonya Wiles, the board approved the resolution. The amendment also will update the board qualification and education section of Board Policy 100 to align with the amended bylaws.

The board discussed the remaining three member proposals and noted that NAEC has a standing policy allowing members to attend board meetings. The policy is included in the attendance by others section of Board Policy 100. No further action was taken on the member proposals.

 

 

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