Important Information regarding Trustee Nominee Biographies, Proposed Bylaw Changes and Voting Information for Triangle’s 70th Annual Meeting
Dear Member,
Triangle’s Board of Trustees is excited to announce that we will hold our 70th Annual Member Meeting on October 12th at MSU-Northern in the Sub Ballroom. Triangle elections will be held in person at the annual meeting as well as an option to vote by mail. Members can choose which method they prefer to use when voting.
The Ballot:
Joint membership allows either member to sign the ballot by mail or in person. The secrecy envelope must only contain one ballot to be counted.
Voting:
Ballots must be received on or before October 9th at the law office of Jackson, Murdo & Grant, P.C., via US mail. Any ballots received after October 9th (received NOT postmarked) will not be counted in the election results. A self-addressed stamped envelope is included with the ballot, and you will need to follow the directions on voting and return the ballot ONLY by US Mail.
To ensure election integrity, Triangle will NOT accept any ballots directly. All ballots must be directly mailed to and counted by legal counsel. Please understand you have a short turn around to send your ballot back. Please do not wait to return your ballot.
On October 9th, 2024, the mail in ballots will be counted by legal counsel and in person ballots will be counted during the Annual Meeting and the results will be posted on our Facebook page and company website.
If you have any questions, please call 800-332-1201 and ask for Craig Gates, General Manager or Mark Majeres. CFO.
On behalf of the Board of Trustees,
Craig Gates
GM/CEO
Trustee Nominations Biographies
District 4 – Richard Pokorny:
Thank you to the 2024 nominating committee for my nomination as Trustee of Triangle Telephone Cooperative (TTC) for District 4 for a three year term. As current Secretary/Treasurer of the Co-op, I actively raise questions and participate in discussion on the topic under discussion and strongly believe all Board members have a duty to do so.
As your member representative on the TTC Board, I have been President and Vice President of the Co-op and served as its representative on the statewide telecommunications organization board for varying lengths of time. The technology and policies in the telcom world are complex and always changing; homework and continuing education are necessary to make informed decisions. I find the responsibility interesting and rewarding.
Each member is entitled to vote for one trustee candidate from each district for which a Trustee election is being held. I encourage you to participate by voting your ballot and I would be pleased to serve as your representative on the TTC Board of Trustees for the upcoming three year term for District 4.
Richard Pokorny
Hopp-Iliad exchange
406-386-2280
District 5 – Richard Stuker:
Richard Stuker currently serves as Chairman of the Board for Triangle Communications. He has served on the Board at Triangle Communications and Central Montana Communications (CMC) for thirty-eight years and on the Board of MTA for eleven. He previously served for thirteen years on the Montana Independent Telephone Association, five of those as Chairman, and as Chairman of CMC for thirteen years before it was merged into Triangle Communications. Richard also served on iConnect of Montana for fourteen years, two of which were as Chairman.
Along with his wife, Rosemary, Richard operates his family’s beef cattle ranch north of Chinook, which he has done for the last forty-four years. A graduate of Montana State University, Richard worked briefly for the Production Credit Association before returning to the family ranch. He enjoys traveling with his wife Rosemary and spending time with their son in Chinook and his daughter in Missoula. In his spare time he enjoys reading and time spent in the company of friends and family, particularly his siblings, nieces, and nephews.
Richard also participated on the Chinook School Board for nineteen years and the Montana School Board Association for eight years. Through the Montana School Board, he served on the Workers’ Comp Committee, Safety and Loss Committee, and Property and Liability Committee. Richard has served on the local Grazing District for twenty-eight years and the Montana Association of State Grazing Districts for eleven years. In addition, he was appointed by the Montana Governor for two, four year terms on the FWP Commission as vice chairman, four, two year terms on the Private Lands Public Wildlife Council, and three, three year terms on the Montana State Grass Commission. While serving in these positions, Richard was elected multiple times as Chair, Vice-chair, and Secretary/Treasurer. Richard also served as a 4-H Leader and an MOA official for Wrestling and Swimming.
Richard possesses a passion for knowledge and participating in his community. He takes the responsibility and the honor of participating on state and local boards seriously, devoting great amounts of time to ensure that his vote is cast in a balanced and informed manner. Richard believes very strongly that our local co-ops remain a great asset to our Montana communities, and places great faith in our ability to improve the quality of life for Montanans through community engagement. He remains committed to responsible stewardship on behalf of Triangle’s member owners, and encourages all members to take an active interest in their local cooperatives.
Proposed Bylaw Changes
Section 4 – Amend bylaws to increase the number of days for the annual meeting notice to be sent out to more closely coincide with the ballots and to clarify when the voting list is compiled.
Section 5 – Change nomination by committee & petition timelines to allow additional time to account for mail delays and increased printing lead times. Remove printing trustee nominee addresses from the bylaws. Adding a background check for trustee nominations before being placed on the ballot to ensure they can obtain director and officer insurance.
Summary
SECTION 4.03. Notice of Members’ Meetings.
This proposed bylaw change is to increase the number of days for the notice of the annual meeting to be sent out. With the advent of mail-in balloting this requested change is to coincide with the notice and to allow enough time for mail in ballots to arrive and be returned. The board respectfully requests that you accept this bylaw change.
SECTION 4.03. Notice of Members’ Meetings. Written or printed notice stating the place, day, hour, and if using remote communication, the method of remote communication of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) days nor more than ninety (90) twenty (20) days before the date of the meeting; provided, however, that notice of any meeting at which the sale, lease-sale, exchange or other disposition of all or a substantial portion of the Association's assets is proposed, or at which any reorganization, merger or consolidation into or resulting in another entity is proposed, shall be given to each member, by mail, not less than ninety (90) days prior to any such meeting. Such notice shall be given by or at the direction of the Secretary, or upon a default in the duty by the Secretary, by the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at such member's address as it appears on the records of the Association, with postage thereon prepaid. Providing that notice shall have been mailed pursuant to these bylaws, the failure of any member to actually receive notice of an annual or special meeting of the members shall not invalidate any action which may properly be taken by the members at any such meetings.
(NEW) SECTION 4.03. Notice of Members’ Meetings. Written or printed notice stating the place, day, hour, and if using remote communication, the method of remote communication of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) days nor more than ninety (90) days before the date of the meeting; provided, however, that notice of any meeting at which the sale, lease-sale, exchange or other disposition of all or a substantial portion of the Association's assets is proposed, or at which any reorganization, merger or consolidation into or resulting in another entity is proposed, shall be given to each member, by mail, not less than ninety (90) days prior to any such meeting. Such notice shall be given by or at the direction of the Secretary, or upon a default in the duty by the Secretary, by the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at such member's address as it appears on the records of the Association, with postage thereon prepaid. Providing that notice shall have been mailed pursuant to these bylaws, the failure of any member to actually receive notice of an annual or special meeting of the members shall not invalidate any action which may properly be taken by the members at any such meetings.
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Summary
SECTION 4.06. Voting List.
This proposed bylaw change clarifies when the complete list of members is compiled for both the annual meeting and mail in/online voting. The board respectfully requests that you accept this bylaw change.
SECTION 4.06. Voting List. At least fifteen (15) days before each the annual meeting of the members, the Secretary shall make a complete list, arranged in alphabetical order, of the members entitled to vote at such meeting and their addresses. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the whole time of the meeting.
(NEW) SECTION 4.06. Voting List. At least fifteen (15) days before the annual meeting of the members, the Secretary shall make a complete list, arranged in alphabetical order, of the members entitled to vote at such meeting and their addresses. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the whole time of the meeting.
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Summary
SECTION 5.06. Nominations.
As the cooperative has found with doing mail-in balloting, it requires additional time before a meeting to prepare. To accommodate this additional time, the nominating committee will meet at least 90 days before the annual meeting. For those members who want to run by petition, the board is asking for those petitions be received at least 90 days before the annual meeting. This gives those who want to run by petition the ability to petition and start running earlier than in the past and ensure that they are on the ballot.
The board wants to add a provision to protect the cooperative by making sure that the nominees can obtain Director and Officer insurance if they are elected. The board is asking to add a felony conviction background check to all trustee nominations before being placed on the ballot. The board requests to remove the printing of the nominee’s addresses in the notice.
The board respectfully asks for your support of this bylaw change to help the cooperative have enough time for everyone who wants to run for the board and to give enough time for the mail-in process to work.
SECTION 5.06. Nominations.
(a) Nominations by committee. Not less than ninety days (90) forty-five (45) days nor more than 150 days (150) seventy (70) days before the date of the annual meeting of the members at which trustees are to be elected, the Board shall appoint a committee on nominations consisting of not less than five nor more than fourteen Association members. No member of the Board may serve on such committee. The committee shall prepare and post at the principal office of the Association, at least sixty days (60) thirty (30) days before the annual member meeting, a list of nominations for trustees to be elected, listing such nominees separately by the District from which a trustee must be elected. The committee may include in such list a greater number of nominees for some or all trustee positions, provided that the committee clearly indicates, by District, those nominees who will oppose each other.
(b) Nominations by petition. Any fifteen or more Association members, acting together, may make additional nominations by written petition containing the name(s) and address(es) of the nominee(s) and the District from which each is nominated, and the signatures, printed names and addresses of the petitioners. The petitioners must deliver the petition so that it is received at the Association’s principal office at Havre, Montana, not less than ninety days (90) forty-five (45) days prior to the annual member meeting. The Secretary shall post such nominations at the Cooperative’s principal office by petition at the same place where the list of nominations by committee is posted.
(C) All nominees must pass a background check for felony
convictions prior to their name being placed on the ballot. The association will pay for and administer the background check.
(d) List of nominees. The Secretary shall mail, with the notice of the annual member meeting or separately, but at least seven (7) days before the date of the annual member meeting, a statement of the number of trustees to be elected from each District, the names and addresses of the nominees and the District from which each is nominated, specifying separately those nominated by the committee on nominations and those nominated by petition, if any.
(e) Restrictions on eligibility. Neither the committee on nominations nor the members may not nominate a person, even if otherwise qualified under Section 5.05 of these bylaws, to stand for election as trustee for more than one District at the same trustee election. No person may serve or be elected to serve as trustee for more than one District at the same time.
(NEW) SECTION 5.06. Nominations.
(a) Nominations by committee. Not less than ninety days (90) nor more than 150 days (150) before the date of the annual meeting of the members at which trustees are to be elected, the Board shall appoint a committee on nominations consisting of not less than five nor more than fourteen Association members. No member of the Board may serve on such committee. The committee shall prepare and post at the principal office of the Association, at least sixty days (60) days before the annual member meeting, a list of nominations for trustees to be elected, listing such nominees separately by the District from which a trustee must be elected. The committee may include in such list a greater number of nominees for some or all trustee positions, provided that the committee clearly indicates, by District, those nominees who will oppose each other.
(b) Nominations by petition. Any fifteen or more Association members, acting together, may make additional nominations by written petition containing the name(s) and address(es) of the nominee(s) and the District from which each is nominated, and the signatures, printed names and addresses of the petitioners. The petitioners must deliver the petition so that it is received at the Association’s principal office at Havre, Montana, not less than ninety days (90) prior to the annual member meeting. The Secretary shall post such nominations at the Cooperative’s principal office by petition at the same place where the list of nominations by committee is posted.
(C) All nominees must pass a background check for felony convictions prior to their name being placed on the ballot. The association will pay for and administer the background check. (d) List of nominees. The Secretary shall mail, with the notice of the annual member meeting or separately, but at least seven (7) days before the date of the annual member meeting, a statement of the number of trustees to be elected from each District, the names of the nominees and the District from which each is nominated, specifying separately those nominated by the committee on nominations and those nominated by petition, if any.
(d) List of nominees. The Secretary shall mail, with the notice of the annual member meeting or separately, but at least seven (7) days before the date of the annual member meeting, a statement of the number of trustees to be elected from each District, the names of the nominees and the District from which each is nominated, specifying separately those nominated by the committee on nominations and those nominated by petition, if any.
(e) Restrictions on eligibility. Neither the committee on nominations nor the members may not nominate a person, even if otherwise qualified under Section 5.05 of these bylaws, to stand for election as trustee for more than one District at the same trustee election. No person may serve or be elected to serve as trustee for more than one District at the same time.
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