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Qualifications and Expectations of a Director

A director must meet the qualifications and requirements found in Article III, Section 2 of the Cooperative By-Laws which are:

No person shall be eligible to become or remain a director of the Cooperative who:

  1. is not a member of the Cooperative, receiving telephone, broadband or other communications services at the member’s primary residence in the district from which the director is elected;
  2. became a member of the Cooperative after September 1st of the year immediately preceding the year in which he/she is to become a director;
  3. within five years preceding a director candidate’s nomination was an employee of the Cooperative or any business owned by the Cooperative;
  4. is or becomes, or at any time during the five (5) years preceding a director candidate’s nomination shall have been, employed by a labor union which represents, or has represented, or has endeavored to represent any employees of the Cooperative or any business owned by the Cooperative;
  5. is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an employee of the Cooperative or any business owned by the Cooperative;
  6. is a person that is a grandparent, parent, spouse, brother, sister, cohabitant, child, or grandchild by blood or by marriage of an incumbent director that is not up for re-election at that time;
  7. is in any way employed by, materially affiliated with, have a material financial interest in, or is a director or holds a position of leadership or influence with respect to any individual or entity which is: (i) directly or substantially competing with the Cooperative or any business owned by the Cooperative; (ii) selling goods or services in substantial quantity to the Cooperative or any business owned by the Cooperative; or (iii) possesses a substantial conflict of interest with the Cooperative or any business owned by the Cooperative. For purposed of this section the terms “material”, “materially”, “substantial”, or “substantially” shall be determined by the Board acting in its reasonable, good faith discretion;
  8. is or becomes the full-time employee or agent of, or who is or becomes the full-time employer or principal of, another director;
  9. is a member of a joint membership under circumstances where such joint membership has a joint member who is serving as a director or is in a position of trust in the Cooperative, provided, however, that none of such joint members shall be eligible to become or remain a director or to hold a position of trust in the Cooperative unless all of such joint members meet the qualification provisions set forth herein;
  10. has been finally adjudged to be guilty of any felony, or any gross misdemeanor pertaining to a crime involving moral turpitude prior to or during service on the Board of Directors;
  11. is currently involved in litigation with the Cooperative or any business owned by the Cooperative or has been involved in litigation with the Cooperative or any business owned by the Cooperative within ten (10) years preceding a director candidate’s nomination; or
  12. is absent without being excused by the board from three (3) or more regular meetings of the Board of Directors during any twelve (12) month period.

Director must be willing to accept the personal liability associated with a director’s responsibilities.  A director must be available on average two full days per month for meeting attendance and must be available to their district’s membership to answer questions and assist with company relations at all times.  Directors are also responsible to comply with all company policies including Board Policy #5.  For a copy of this policy, please contact the business office.

A director should have a wide range of business experience, be well known and respected throughout their district, communicate his or her ideas effectively, be willing to cooperate with all company stakeholders and have a keen interest in telecommunications issues, as well as technology issues in general.

Directors are compensated on a per diem basis plus expenses.  Directors also receive access to some company provided services.  Directors receive an IRS form 1099 for all cash and non-cash compensation.

Directors are selected by majority vote of the members in three steps:

  1. Members seeking to run for the Board of Directors shall, not less than fifteen (15) business days prior to the district meeting in which there is a director election, submit to the corporate office a completed candidate packet, as provided by the Cooperative, by which the Cooperative will verify said member’s qualifications to be an eligible candidate for the director position as articulated in Article III, Section 2.
  2. A district-only caucus meeting is held in each district every five (5) years, normally in early spring, if there are one or more qualified director challengers. This meeting may be held in person or electronically.  District members nominate and select no more than two district candidates to run for each board seat.
  3. A cooperative-wide election is held in conjunction with the Cooperative’s annual meeting in the late spring. This meeting may be held in person or electronically.  The entire membership selects one director from each district for a five-year term from the possible two candidates chosen at a district caucus.

If you are interested in seeking a directorship position with Paul Bunyan Communications and desire more information, please contact the CEO/General Manager or Administrative Assistant at 1-888-586-3100 or administration@paulbunyan.net.