CFC Board Proposes Bylaw Changes

At its regular meeting held in December, the CFC Board of Directors approved a motion to recommend CFC voting members amend the CFC bylaws to ensure equitable member representation on the board while enhancing the board governance structure.

The board’s proposed changes would update the bylaw requirement that NRECA appoint two directors to the CFC board and replace those positions with two new at-large director seats subject to term limits and elected by CFC voting members. Candidates for one of the two new at-large positions would be selected from Class B members (generation and transmission) and the other candidates from Class C (statewide and regional organizations) and Class D members (national organizations—including NRECA).

“Allowing CFC members to vote on all board director positions is just good governance,” CFC Board President Anthony Norton, a director of Snapping Shoals Electric Membership Corporation (EMC) in Georgia, said. “The CFC board is committed to selecting board candidates that best meet the needs of the organization and the membership.”

In its discussion regarding the proposal, the board agreed such a change would enhance the diversity of experience and expertise of board members; ensure that all director candidates are vetted and elected by CFC voting members; and create more equitable voting class representation on the board.

“The board strongly believes these proposed amendments are in the best interest of CFC and our members, allowing us to enhance board representation, engagement and governance,” CFC Board Vice President Mark Suggs, the executive vice president and general manager of Pitt & Greene EMC in North Carolina, said. “Currently, Class B and Class C members have very limited opportunity to serve on the CFC board despite accounting for nearly 20% of our outstanding loan portfolio.”

Members will be asked to vote on the proposed changes at the 2025 CFC Annual Meeting taking place June 30 in conjunction with CFC Forum in New York City. If the amendments are approved next summer, CFC voting members would elect two new at-large directors at the 2027 CFC Annual Meeting—one from Class B and one from Class C or Class D.

A summary of the changes, redline version of the bylaws and ballots will be mailed at least 30 days prior to the meeting. Voting delegates can cast ballots in person or by mail. Approval by two-thirds of members voting is required to pass the amendments.