CFC Board Explains Proposed Bylaw Changes in Webinar

This summer, CFC members will have the opportunity to vote on a bylaws amendment that would modify the CFC board composition. The change would create opportunities for broader member representation on the board by converting the director seats appointed by the NRECA board to seats elected by CFC members. 

Members who have questions about the changes or want more information have several opportunities to learn more. CFC will be hosting a webinar to review the proposed amendments and take questions on Thursday, February 20, at 2 p.m. Eastern Time. The online discussion will feature CFC District 9 Director and Board Secretary-Treasurer Brent McRae, a director with McCone Electric Cooperative in Montana; District 5 Director Shane Larson, the CEO of Rock Energy Cooperative in Wisconsin; and At-Large Director and Board Financial Expert Barbara Hampton, the president and CEO of Georgia Transmission Corporation. Registration is now open.  

CFC directors are also available to speak to individual cooperative boards or at statewide meetings. Members who have questions are encouraged to reach out to the directors in their district. 

“We’ve been considering the need to move away from director appointments for several years,” McRae said. “It’s time to bring CFC’s governance into better alignment with the seven cooperative principles and ensure all board positions are nominated and elected by the membership and have the same term limits.” 

The proposed bylaw amendments would create two new at-large, member-elected positions, with one seat dedicated to G&Ts while the other will be open to national, regional and statewide associations, including NRECA. 

“We’ve recognized for a while that there are very limited opportunities for our G&T and statewide members to be elected to the board, and yet these groups represent nearly 20% of our loan portfolio,” Larson said. “This change just makes good sense when you think about governance best practices and the cooperative principle of economic participation.” 

Should the proposal to amend the bylaws pass, the board plans to hold elections for the two new at-large seats in 2027, allowing time for the current NRECA appointments to transition off. 

“While we look forward to the opportunity to expand the range of experience and expertise on the board, we recognize the value of a smooth transition and think that allowing the NRECA directors on the board at the time of the vote to finish their existing terms serves everyone well,” McRae said.  

If the recommendations pass, a Nominating Committee of the CFC board would determine all at-large candidates on the ballot, including the existing at-large position for the designated financial expert, which is currently held by Hampton. The next at-large elections would take place at the 2027 CFC Annual Membership Meeting. 

“My service as an at-large director has shown me the value of thinking beyond specific regions while representing the entire membership. The 2027 annual meeting is an ideal time to move the at-large financial expert election to the annual meeting with the two new at-large director seats rather than continuing the practice of electing the financial expert seat at every regional meeting,” Hampton said. “I think this change is a great move for CFC and the membership, ensuring the best representation possible for all our members.”

CFC members will vote on the proposed changes at the 2025 CFC Annual Meeting taking place June 30 in New York City in conjunction with CFC Forum. Voting members will also be able to cast ballots by mail.