Election of Governors; Terms. Beginning at the annual meeting of the Members to be held in 2007 (“2007 Annual Meeting”), Governors shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Governors to the extent provided by Section 5.3(a)(iv) below. A Member who is entitled to appoint one or more Governors pursuant to Section 5.3(a)(iv) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Governors by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Governors elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. In order to preserve continuity of governance and the harmonious transition of the reduction of the number of Governors serving the Company from eleven (11) Governors to nine (9) Governors, the terms of the Governors elected at the annual meeting of the members to be held in 2012 shall be staggered such that one-third of the elected Governors (or as nearly as possible) shall be elected annually by the Members at the annual meeting of members to be held in 2013 and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of the annual meeting to be held in 2012 to achieve the desired staggered effect and election matters prescribed by this Agreement.
Election of Governors; Terms. Beginning at the annual meeting of the Members to be held following the close of the Fiscal Year in which the Company achieves substantial completion of its planned ethanol plant near Fergus Falls, Minnesota (as defined in the design build contract entered into by the Company to construct the plant), Governors shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Governors as provided by Section 5.3(a)(iv) below. A Member who is entitled to appoint one or more Governors pursuant to Section 5.3(a)(iv) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Governors by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Governors elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Once the election of Governors begins, no Governor may serve more than three consecutive full three-year terms. In order to preserve continuity of governance and the harmonious transition of the initial Board of Governors to the elected Board of Governors, the terms of the Governors on the initial Board shall be staggered such that one-third of such Governors (or as nearly as possible) shall be elected annually by the Members beginning at the annual meeting where Governors are first elected and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of such annual meeting to achieve the desired staggered effect and election matters prescribed by this Agreement.
