HF 3895

as introduced - 93rd Legislature (2023 - 2024) Posted on 02/19/2024 02:10pm

A bill for an act
relating to electric cooperatives; improving member access to cooperative
documents and meetings; requiring electronic voting and voting by mail for
cooperative board directors; amending Minnesota Statutes 2022, section 308A.327.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

Minnesota Statutes 2022, section 308A.327, is amended to read:

308A.327 ELECTRIC COOPERATIVE; deleted text begin BOARD MEETINGS deleted text end new text begin TRANSPARENCY;
ELECTIONS new text end .

new text begin Subdivision 1. new text end

new text begin Open board meetings; remote participation. new text end

new text begin (a) new text end A regular or special
meeting of the board of directors of an electric cooperative deleted text begin that has more than 50,000
members deleted text end must be open to new text begin attendance by new text end all members of the cooperative. The board shall
give reasonable prior notice of meetings. The board may close a meeting or a portion of a
meeting, provided the board has made a written determination that a closed meeting is
necessary for one of the following reasons:

(1) to discuss personnel matters, compensation issues, labor negotiations, billing and
credit information, or an issue that may tend to prejudice the reputation of an individual;

(2) to discuss threatened or pending litigation, issues subject to an attorney-client
privilege, or other legal information, the knowledge of which may have an adverse effect
on the cooperative's legal position; or

(3) to discuss or disclose information that, if discussed in an open meeting, would result
in impairment of the cooperative's competitive or financial position, interfere with a business
opportunity, or reveal proprietary information.

For the purposes of clause (3), a business opportunity means an opportunity for substantial
financial improvement of the cooperative that, if generally known, would likely jeopardize
the opportunity itself.

The board may close a portion of a meeting after announcing during an open meeting
the item of business to be discussed during the closed portion.

new text begin (b) An electric cooperative must provide the opportunity for all members to attend and
participate in a special or regular meeting of the board of directors remotely through Internet
access.
new text end

new text begin Subd. 2. new text end

new text begin Member access to information. new text end

new text begin An electric cooperative must maintain on the
electric cooperative's website and allow members to access:
new text end

new text begin (1) the following electric cooperative documents:
new text end

new text begin (i) articles of incorporation;
new text end

new text begin (ii) bylaws;
new text end

new text begin (iii) board of directors meeting minutes;
new text end

new text begin (iv) annual reports;
new text end

new text begin (v) Internal Revenue Service Form 990;
new text end

new text begin (vi) audited financial statements; and
new text end

new text begin (vii) if the electric cooperative has an ownership interest in a subsidiary, nonconfidential
and operational information regarding the subsidiary; and
new text end

new text begin (2) information regarding:
new text end

new text begin (i) dates, times, and locations of the upcoming board of directors meetings;
new text end

new text begin (ii) how to contact all members of the board of directors;
new text end

new text begin (iii) how to vote in board of directors elections; and
new text end

new text begin (iv) the number and percentage of members who voted in the most recent board of
directors election, including the number of votes that were proxy votes cast on behalf of
other members.
new text end

new text begin Subd. 3. new text end

new text begin Access to membership list. new text end

new text begin (a) The electric cooperative must make available
to any member a list of all electric cooperative members, provided the member complies
with this subdivision.
new text end

new text begin (b) A member's request to access the electric cooperative's membership list must be:
new text end

new text begin (1) requested in good faith; and
new text end

new text begin (2) directly connected to and used for a purpose relevant to the member's interest as a
member.
new text end

new text begin (c) A member is prohibited from using the membership list for commercial, sale, or
similar purposes.
new text end

new text begin (d) An electric cooperative may require a member requesting access to the membership
list to sign an affidavit certifying that the membership list must be used for a proper purpose
and agreeing to pay damages to the electric cooperative if the membership list is used
improperly.
new text end

new text begin (e) For the purposes of this subdivision, "membership list" means the names, street
addresses, telephone numbers, and email addresses of every member of the electric
cooperative.
new text end

new text begin Subd. 4. new text end

new text begin Board of directors nominations. new text end

new text begin An electric cooperative must allow a candidate
to be nominated for election to the board of directors by a petition signed by 40 or more
members of the electric cooperative.
new text end

new text begin Subd. 5. new text end

new text begin Board elections; voting. new text end

new text begin An electric cooperative must develop a secure system
that maintains ballot secrecy while allowing members to vote in an election for the board
of directors by mail and via the Internet.
new text end

new text begin Subd. 6. new text end

new text begin Capital credits notification. new text end

new text begin (a) An electric cooperative must notify each
member annually, on a bill or otherwise, of the member's capital credit allocation for the
previous calendar year.
new text end

new text begin (b) An electric cooperative must respond to a request by a member to calculate the
member's cumulative but unretired capital credit allocation amassed since becoming a
member of the electric cooperative within 45 days of the date the request is received.
new text end

new text begin (c) For the purposes of this subdivision, "capital credit allocation" means a member's
share of the electric cooperative's surplus of revenues over costs during the most recent
calendar year, allocated to each member based on the member's revenue contributed to the
electric cooperative during the year.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
Subdivision 5 applies to electric cooperative board elections held on or after September 1,
2024.
new text end