Members interested in serving on the Board of Directors must meet the following minimum requirements in accordance with the Bylaws of Steuben Rural Electric Cooperative. 

• Must be a bona fide resident of the district within the Cooperative for which the Director is elected to serve. 
• Must not be employed by or financially interested in a competing enterprise or a business of selling energy, equipment or supplies to the Cooperative.
• Must not have been an employee of the Cooperative within 5 years from the date of the annual meeting at which the nomination will come to a vote.
• Must be able to speak, read and write the English language.
• Must be able to enter a legally binding contract.
• Must not be a convicted felon.
• Must not have had bills owed to the Cooperative delinquent for more than 90 days within the past 2 years.

By accepting a seat on the Board of Directors, members are expected to be able and available to perform all the functions of the position. This includes regular attendance at board meetings, special board meetings, committee meetings, and other activities of SREC in which board members are expected to participate. 

A director of SREC shall stand in a fiduciary relationship to SREC, and perform his or her duties as a director, or as a member of any committee of the board which he or she serves, in good faith, and in the best interests of SREC. 

Board members make decisions that affect the entire membership and represent the interest of all members.

• Hire, delegate, and appraise the general manager.
• Govern through policies and plans.
• Comply with director duties and standards of conduct.
• Provide direction through a strategic planning process.
• Authorize resources consistent with the strategic plan and the long-range financial plan.
• Serve as a regulator by setting rates.
• Provide monitoring and oversight of the cooperative.
• Demonstrate due diligence through board assessment.
• Facilitate member dialogue regarding improving the quality of life in the community.
• Recognize the impacts of regulatory and legislative issues on the cooperative.
• Actively participate in state and national associations to drive public policy that supports electric cooperatives.
• Engage cooperative members to support local, state, and federal elected officials who support electric cooperatives.

Legal Duties of Fiduciary Responsibility

• Exercise that degree of care that an ordinarily prudent person would exercise under similar circumstances.
• Have or acquire the minimum knowledge and skills necessary to direct the affairs of the cooperative.
• Make every effort to attend all meetings of the board and to study material sent prior to each board meeting.
• Study and adhere to all obligations imposed by the Articles of Incorporation, the bylaws, contractual agreements and board policies.

Legal Duties of Loyalty

• Act only in the best long-term interest of the cooperative and its members.
• Place the interests of the cooperative over any personal interests.
• Not have any financial interest in a directly competing business.
• Avoid the appearance of any conflict of interest.
• Avoid any future conflict of interest by refusing to receive any remuneration from any entity proposing to purchase all or substantially all of the assets of the cooperative.
• Represent and support the interests of the cooperative to elected and public officials.
• Publicly support decision of the board except in extraordinary circumstances where the director believes that there is a clear and present threat to the survival of the cooperative.

Conduct with Respect to Fellow Directors

• Demonstrate mutual respect.
• Allow opportunity for every other director to be heard on any matter being considered by the board.
• Abstain from revealing to persons other than directors, the general manager or the system's attorney and differences of positions among directors on matters considered and acted upon by the board.  This standard does no preclude fair and accurate publication of such differences to the system's members in relation to contests for director elections or other matters to be voted upon by the members.

Director Access to Cooperative Information

• All requests for information shall be made to and through the general manager.  In no case shall such information be sought through other employees, agents or independent contractors (unless after consultation with and being advised by the system's attorney because an actual or potential criminal activity of the general manager is involved.
• In any instance in which a director has sought access to information not generally made available or reported to the board, the general manager shall report on this at the next meeting of the board.
• Information received by a director pursuant to this policy shall not be revealed by him or her to any other persons (the remaining directors, general manager and system attorney excepted) unless he or she is sincerely convinced that he or she is compelled to do so by legal considerations.
• In no case should a director reveal to others information or data he or she receives if the actual or potential effect of such revelation is to damage the system, including its image, or to enable himself or herself and/or others to personally profit therefrom.

Good Faith and Fair Play

• All directors should reveal all information or interests that they may have and that may bear upon action being considered by the cooperative.
• Those directors will not so pursue a position, inquiry or motion as to unduly harass or annoy other directors, the general manger, employees or independent contractors.
• That director communications with employees other than the general manager shall be casual and conducted on a courteous basis, but not for the purpose of influencing an employee's position or attitude concerning his cooperative-related activities.