Independence Director Qualifications. To become and remain a Director, an individual must comply with the following independence qualifications (“Independence Director Qualifications”):
(1) while a Director and during the three years immediately before becoming a Director, not be an employee of the Cooperative or an employee of an entity controlled by the Cooperative or in which the Cooperative owns a majority interest (“Cooperative Subsidiary”);
(2) while a Director and during the one year immediately before becoming a Director, not be an employee of an entity in which the Cooperative is a member or owner (“Cooperative Affiliate”);
(3) while a Director and during the five year immediately before becoming a Director, not have been a director, officer, employee, or agent of a union or other entity representing, or seeking to represent, Cooperative employees regarding the terms and conditions of employment with the Cooperative;
(4) while a Director, not receive or have a Close Relative that receives more than ten percent of annual gross income, other than insurance or Director compensation or retirement income, directly or indirectly from the Cooperative, a Cooperative Subsidiary, a Cooperative Affiliate, or an employee of the Cooperative or a Cooperative Subsidiary;
(5) while a Director and during the one year immediately before becoming a Director, not advance or have a Close Relative that advances the individual’s pecuniary interest by Providing a good or service similar to a good or service Provided by the Cooperative or a Cooperative Subsidiary or a Cooperative Affiliate;
(6) while a Director, not be a Close Relative of a Director or Cooperative employee;
(7) while a Director, not be employed by another Director or close relative of their Director, or be employed by, or receive more than ten percent of annual gross income from, an entity for which another Director controls, owns more than ten percent, or is a director or officer;
(8) while a Director and during the five years immediately before becoming a Director, not be a party in a mediation, arbitration, lawsuit, or other legal action against or by the Cooperative or a Cooperative Subsidiary;
(9) agree not to become an employee of the Cooperative or a Cooperative Subsidiary during the one year immediately after ceasing to be a Director; and
(10) while a Director and during the one year immediately before becoming a Director, not be employed by, control, own more than ten percent of, serve as a director or officer of, or receive more tha...
Independence Director Qualifications. To become and remain a Director, an Individual must comply with the following independence qualifications ("Independence Director Qualifications") while a Director and during the one (1) year immediately before becoming a Director or Director candidate (except for such other periods as specifically provided below):
(1) annually complete and sign an independence and conflicts of interest certification and disclosure form approved by the Board;
(2) while a Director and during the three years immediately before becoming a Director, not be an employee of the Cooperative or an employee of an Entity controlled by the Cooperative or in which the Cooperative owns a majority interest ("Cooperative Subsidiary");
(3) not be a close relative of any existing Director other than a Director who will cease being a Director within one (1) year;
(4) not be a close relative of an existing Officer or employee;
(5) not be employed by, materially affiliated with nor sharing a material financial interest with any other Director;
(6) Not be engaged in any business nor employed by, materially affiliated with, nor having a material financial interest in any Individual or Entity, other than an Entity in which the Cooperative owns an interest, that is:
(a) Regularly, directly and substantially competing with the Cooperative or any Cooperative Subsidiary;
(b) Regularly selling goods or services to the Cooperative or a Cooperative Subsidiary; and
(c) Possessing any substantial conflict of interest with the Cooperative or a Cooperative Subsidiary.
(7) A close relative is defined as parent (including step or in-law), child (including step or in-law), brother (including step, in-law or half brother), sister (including step, in-law or half sister), grandparent or grandchild.
