Thinking about running for the Board of Directors?

Clearwater Power Company is governed by a member-elected Board of Directors. For the complete details about the election process, please review The Cooperative Bylaws [Article III, Sections 3(a), (b), (c) ]. This quick reference guide should help familiarize co-op members with how the process works:

  • There are seven (7) democratically-elected board members, each one lives on Clearwater Power’s electric lines and is an active customer.
  • One person represents each of Clearwater Power’s seven (7) geographic districts. A member shall be eligible to become or remain a Director if they have been a member for a minimum period of one (1) year and maintain an account in the District for which they are to be elected and their principal residence, as defined by Federal Tax Law, is located in that District and served by the Cooperative. View our Service Territory Map (PDF).
  • Each Director is elected for a three-year term.
  • The nomination process usually takes place in July and August each year.
  • There are two methods to be nominated to run for a Board of Director position:
    • Contact someone on the nominating committee and request an application packet: Nominating Committee [Article III, Section 3(b) of the Bylaws] or
    • Request an application packet and complete the nomination by petition process [Cooperative Bylaws] [Article III, Section 3(b) of the Bylaws]
  • The 2023 election will be held at the annual meeting of the membership on Wednesday, Oct. 25. The election is voted on by members present and is presided over by the cooperative’s legal counsel.
Nominating Committee Bylaws

Frequently Asked Questions

Am I required to be a member of Clearwater Power Company to serve on the Board of Directors?
Your principal residence, as defined by Federal Tax Law, must be located within the District you are running, and it must be served by Clearwater Power Company.  Furthermore, you must be a member in good standing.

Are the Board of Directors compensated?
Each Director is compensated for the time devoted to the Cooperative in their role as Director. The Board reviews this policy annually and sets the compensation to be paid. For current information regarding this, please contact the Cooperative’s General Manager/CEO. Directors will be provided IRS Form 1099 annually to document any compensation for tax reporting purposes.

How often does the Board of Directors meet?
The Board’s regularly scheduled monthly Board Meeting is on the third Wednesday of each month and runs from 9:00 am to approximately 4:00 pm. The Board typically does not meet in August.

How long is the Board Members term?
Each Board Member is elected to a three-year term on a rotating basis.  The election takes place at the Cooperative’s Annual Meeting typically on the first Friday of November.

What is the time commitment for serving on the Board of Directors?
On average, the Cooperative’s current Board Members spend approximately thirty (30) hours per month.  This includes all time to read material, travel, attend the monthly Board Meeting as well as any other industry meetings.

What are the training expectations for the Board Members?
New Directors are required to complete the National Rural Electric Cooperative Association’s (NRECA) Certified Credentialed Directors (CCD) training program within the first term (3 years) in office.  This is a week-long training session held within the United States.  Training is also offered remotely.  After completion of the CCD, Board Members are encouraged to complete NRECA’s Board Leadership Certification.  All program fees and related travel expenses for training are paid by the Cooperative.

Will I have to give a speech at the Annual Meeting?
Each candidate up for election is given the opportunity to address the members at the Annual Meeting.  Candidate speeches are limited to five minutes.  In addition, the Board President and Secretary-Treasurer also address the membership.

Am I required to attend the Annual Meeting?
The Annual Meeting is the most important meeting of the year for the Cooperative.

How much travel outside of monthly Board Meetings is required?
Board members will periodically, on a rotating basis, attend industry conferences and meetings during the year.  This includes NRECA’s Region 7 and 9 Meeting, Annual Meeting, and Directors Conference.  Other conferences include the Northwest Public Power Association’s (NWPPA) Annual Meeting, CoBank’s Energy Directors Conference, and the Idaho Consumer-Owned Utilities Association (ICUA) Managers and Directors Conference.  While attendance is not mandatory at every meeting, the Board expects each Director to at least attend these meetings on a rotating basis to be familiar with issues affecting our Cooperative.  On average, Board Members will attend one or two outside meetings per year lasting three to four days each.  Some meetings can be attended remotely.

Are there any reporting requirements?
Each Director is required to provide the Cooperative a timesheet monthly, accounting for the time spent on Cooperative business.  These reports are summarized and reported to the IRS on the Form 990.  This is a requirement of all non-profit and cooperative organizations nation-wide.

Does the Cooperative have an anti-nepotism policy?
The Cooperative has a well-defined anti-nepotism policy that applies to Directors as well as employees.  This is a sound business practice that prevents awkward situations for the Board and/or management.

Does the Cooperative provide a tablet for official Cooperative business and communications?

The Cooperative provides an Apple iPad for the Directors use in accessing Board Packets, e-mail, other Cooperative business-related items, and the Cooperative’s extranet.  The Director may use the iPad for their own personal use, but they are responsible for any costs associated with that use.

Does the Cooperative indemnify the Board of Directors?

The Board has an insurance policy paid for by the Cooperative that indemnifies the Board of Directors as a group and individually for actions taken by the Board that may result in legal action.

What is the fiduciary responsibility and confidentially of the Board?
Each Director has a fiduciary responsibility that their actions are in the best interest of the Cooperative and its Members and not directed for personal gain or exemption.  In addition, all information provided the Directors within or outside of the boardroom must be treated as confidential unless decided by the Board that the Directors are a part of the communication process.  Please refer to the attached Job Description, Bylaws, and Policies for additional information.