Common use of Nominating Committee Nominations Clause in Contracts

Nominating Committee Nominations. At least forty-five days before the Member Meeting, the Board shall appoint a Committee consisting of at least two Nominating Members from each Director District (“Nominating Committee”). Nominating Committee members may not be an existing, or a Close Relative of an existing, Cooperative Official or known Director candidate. At least thirty days before the Member Meeting at which Members are scheduled to elect Directors, the Nominating Committee shall: (1) Diligently and in good faith attempt to nominate at least two individuals to run for election for each Director position nominated by or from the Nominating Members and scheduled for election by Members at the Member Meeting (“Nominating Committee Nominations”); and (2) display the Nominating Committee Nominations at the Cooperative’s principal office. A failure by a Nominating Committee to nominate two individuals to run for election will not invalidate the election. If, before the scheduled election, a Nominating Committee Nominee dies, becomes incapacitated, or ceases to be qualified to be a Director, then the Nominating Committee may nominate another individual. As determined by the Board, the Cooperative may reasonably compensate or reimburse Nominating Committee members.