HomeMy WebLinkAbout20260759 Board of County Commissioners
Pass-Around Review
Pass-Around Title: Proxy Ballot Request 2026 - United Power, Inc.
Department: Clerk to the Board's Office
Date: March 26, 2026
Person Requesting: Mariah Higgins/ Esther E. Gesick, Clerk to the Board's Office
Brief description of the problem/issue:
Every year, United Power hosts its' annual meeting of members to conduct the business of the
cooperative, provide an annual update, and certify the results of the annual director election.
What options exist for the Board?
Vote via the proxy ballot form provided (following pages) or notify United Power that you would like to
attend the meeting on Wednesday, April 15, 2026, at 4:30 p.m., at the Riverdale Regional Park and
Fairgrounds, 9755 Henderson Road, Brighton, CO 80601.
Consequences:
N/A
Impacts:
N/A
Costs (Current Fiscal Year/ Ongoing or Subsequent Fiscal Years):
N/A
Recommendation:
Please indicate your choice below. If you would like to vote on the provided ballot form, please turn to
the flagged page and initial your selections.
Support Schedule
Recommendation ‘Ainrk Session Other/Comments:
Perry L. Buck � - 60(6
Scott K. James C(QI GIC O/ 6°4-
Jason S. Maxey 40 YD(- OYl
Lynette Peppler OftkiirtWit (1Y1
Kevin D. Ross r D no4-
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Your Touchstone Energy'Cooperative
WELD COUNTYrig..
PO BOX 758
GREELEY CO 80632-0758 01010095697
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VOTING INSTRUCTIONS
Vote by mail:
• Fill in the box next to the candidate of your choice using a pen or pencil. Example: ■ 154
• Detach ballot and place in the enclosed return envelope.
• Mail ballots must be received no later than April 14, 2026, at 11:59 a.m. MT. 01010095697
Electronic balloting -vote online or via mobile app:
• Mobile App: Open the United Power mobile app, log in, and click the Vote Now button.
• Online: Log in to your United Power SmartHub account at www.unitedpower.com and click the Vote Now button.
• Electronic balloting begins March 13, 2026, and ends April 14, 2026, at 11:59 a.m. MT.
Voto por correo:
• Rellene la caja junto al nombre del candidato que elige con una pluma o lapiz. Ejemplo: ■
• Desprenda la boleta y colOquela en el sobre de retorno que se adjuntO.
• Las boletas enviadas por correo deben recibirse, a mas tardar, el 14 de abril de 2026, a las 11:59 a.m. (MT).
Voto electrOnico: vote en Iinea o mediante aplicacion movil:
• Aplicacion movil: abra la aplicacion movil de United Power, inicie sesion y haga clic en el boton "Vote Now" (Votar ahora).
• En Iinea: Visite www.unitedpower.com, inicie sesiOn en su cuenta de SmartHub de United Power y haga clic en el boton
"Vote Now" (Votar ahora).
• La votacion electronica comienza el 13 de marzo de 2026 y finaliza el 14 de abril de 2026, a las 11:59 a.m. (MT).
f_PLEASE DETACH BEFORE RETURNING BALLOT
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VOTING INSTRUCTIONS
Vote by mail:
• Fill in the box next to the candidate of your choice using a pen or pencil. Example: ■ ,, �:r
• Detach ballot and place in the enclosed return envelope. zt� :
• Mail ballots must be received no later than April 14, 2026, at 11:59 a.m. MT. 01010095697
Electronic balloting -vote online or via mobile app:
• Mobile App: Open the United Power mobile app, log in, and click the Vote Now button.
• Online: Log in to your United Power SmartHub account at www.unitedpower.com and click the Vote Now button.
• Electronic balloting begins March 13, 2026, and ends April 14, 2026, at 11:59 a.m. MT.
Voto por correo:
• Rellene la caja junto al nombre del candidato que elige con una pluma o lapiz. Ejemplo: ■
• Desprenda la boleta y coloquela en el sobre de retorno que se adjuntO.
• Las boletas enviadas por correo deben recibirse, a mas tardar, el 14 de abril de 2026, a las 11:59 a.m. (MT).
Voto electronico: vote en linea o mediante aplicacion movil:
• AplicaciOn mOvil: abra la aplicaciOn mOvil de United Power, inicie sesi6n y haga clic en el boton "Vote Now" (Votar ahora).
• En linea: Visite www.unitedpower.com, inicie sesiOn en su cuenta de SmartHub de United Power y haga clic en el botOn
"Vote Now" (Votar ahora).
• La votaciOn electrOnica comienza el 13 de marzo de 2026 y finaliza el 14 de abril de 2026, a las 11:59 a.m. (MT).
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Signature Corporate Title or Representative Capacity
1 certify that 1 am,or lawfully represent,the member named on this envelope and that I personally voted the enclosed ballot.
SIGNATURE INSTRUCTIONS:
THIS ENVELOPE MUST BE SIGNED FOR YOUR BALLOT TO COUNT.
• If voting as an individual,sign your name on the signature line.
• If voting for a business,organization,trust,or estate of a deceased
person,your title is required.Sign your name on the signature line
and print your title on the line to the right of the signature line.
ANNUAL MEETING WEDNESDAY, APRIL15
United Power hosts its Annual Meeting of Members `R-PFR ON MEETING
to conduct the business of the cooperative,provide if& Riverdale Regional Park& Fairgrounds
an annual update,and certify the results of the annual n 9755 Henderson Road, Brighton,CO 80601
Director Election.We invite our members to attend their 4:30 p.m.Registration,Balloting,Dinner,&Exhibit Booths
cooperative's Annual Meeting on Wednesday,April 15. 6:30 p.m.Business Meeting,Election Results,&Door Prizes
Members in attendance will be treated to dinner and a
member gift,and be entered into a door prize drawing. ra VIRTUAL MEETING
Visit our website at 6:30 p.m.to view the livestream
www.unitedpower.com/annual-meeting
CO-OP ELECTION
As a co-op member,you automatically receive the DIRECTOR CANDIDATES
benefits all other members share, including the right to A written statement provided by each candidate is
vote for board representation and other business matters included inside this booklet.Candidate statements
that are presented to the membership. are not altered or verified by United Power.
United Power encourages all members to cast their
votes in the 2026 Director Election.Voting is conducted BALLOT QUESTION
electronically through your United Power online account A question to approve proposed amendments to the
or via mail ballot. Please follow balloting instructions cooperative's Articles of Incorporation will appear on
carefully and return your ballot by the deadline. Election ballots this year.The proposed amendments to the
results will be announced at the Annual Meeting. Articles are listed inside this booklet.
OtiO �1lNITED
www.unitedpower.com POW
303-637-1300 O.Amer
2026 CO-OP ELECTION
2026 CO-OP BALLOT DIRECTOR DISTRICTS
United Power's members elect directors to the Board by secret United Power's Board is comprised of eleven member elected
ballot.Occasionally,ballot questions regarding cooperative directors serving four geographic districts: North,Central,South,
business or policies may also be presented to the members for and Mountain. Directors serve from geographic districts to ensure
consideration. equitable representation of United Power's member base in the
cooperative's governing body. Members can find their director
The 2026 ballot includes the election of a candidate to the district printed in the upper right corner of their most recent billing
Board of Directors in each director district and a ballot statement.
question proposing amendments to the cooperative's Articles
of Incorporation.
ELECTED AT-LARGE
x026 DIRECTOR CANDIDATES United Power Directors are elected on an"at-large"basis,meaning
There are four seats up for election to the United Power all members have the right to vote in every director district race.
Board of Directors this year.One position in the North, This election policy is in place because directors represent all
Central,South,and Mountain director districts is up for a members as well as the overall welfare of the cooperative.
four-year term.Candidate statements are included in this
ballot package. CAMPAIGN CONTRIBUTIONS
NORTH Phil Tiffany Candidates running for the Board are required to disclose any
Virginia A."Ginny"Buczek(Incumbent) monetary or in-kind campaign contributions in accordance with
the cooperative's election policy. Director Candidate Contribution
CENTRAL Vicki Erickson Reports can be viewed at www.unitedpower,com/annual-meeting.
Lisa Hough
SOUTH Steven Douglas(Incumbent) ONE BALLOT PER MEMBER
Unlike governmental elections, not all registered voters in the
MOUNTAIN Tamra K.Waltemath(Incumbent) household can vote in co-op elections.Co-op members receive
one vote for each membership with United Power,and only a
O person whose name is on the United Power account is eligible to
complete the ballot.State law requires a signature on the ballot
A question on the 2026 ballot asks members to approve envelope and the appropriate title,where applicable,to consider a
proposed amendments to the cooperative's Articles of ballot valid. Members should refer to the enclosed ballot signature
Incorporation.The proposed amendments can be found instructions to ensure their vote is counted.
inside this ballot package for review.
HOW TO RETURN YOUR CO-OP BALLOT
The 2026 Director Election will be conducted by mail ballot,electronically,and in person at the Annual Meeting.
VOTE ONLINE i VOTE BY MAILt VOTE IN PERSON
Log in to your United Power online Return your mail ballot via U.S. Members are invited to vote in person
account at www.unitedpower.com Mail in the postage-paid envelope at the Annual Meeting where votes
or via the mobile app to securely included in your ballot packet. will be cast using a streamlined digital
submit your electronic ballot. Mail ballots must be received voting system. If you mail your ballot or
Online balloting will close by no later than 11:59 a.m.on vote online,you will not be permitted to
at 11:59 a.m.on Tuesday,April 14. Tuesday,April 14. vote at the Annual Meeting.
In-person voting will be open on
April 15 from 4:30 - 6:30 p.m.
4 • , Met— i mil
14 �a
The following statements are those of the candidates and have not been altered or verified by United Power.
NORTH DISTRICT
Phil Tiffany
,. °" My name is Philip Tiffany,and I am seeking election to the United a Master's degree in Emergency Services Management from Columbia Southern
Power Board of Directors in 2026.I am a lifelong resident of Fort University.I also completed the four-year Executive Fire Officer Program at the
r " Lupton and have dedicated my career to public service and National Fire Academy in Emmitsburg,Maryland,which focuses on organizational
community leadership. leadership,resilience,and future-focused decision making.
I was employed as a Probation Officer with the Adams County Probation My community involvement includes service on numerous boards and advisory
Department from 1997 to 2004.I then served the Fort Lupton community for more committees,including the Fort Lupton Chamber of Commerce,Fort Lupton
than 38 years with the Fort Lupton Fire Protection District,including 17 years as a Housing Authority Board,Weld County E-911 Authority Board,Weld County Public
volunteer.In 2004,I became the District's first career Fire Chief,a position I held for Safety Communications Advisory Board,Aims Fire Science and EMS Advisory
22 years until my retirement in October 2025. Boards,and as a U.S.Forest Service Volunteer Host at the Deadman Fire Watch
During my tenure,I led the District's transition from an all-volunteer organization Tower.I was also appointed by the Governor to serve on the Colorado Fire and
to a fully staffed agency operating three fire stations and two ambulances.Under Training Certifications Board.
my leadership,the District remained fiscally responsible,and at the time of my As a United Power Director,I would advocate for strong member engagement,
retirement,it carried no financial indebtedness.These experiences required long- transparent two-way communication,employee and community safety,fiscal
term planning,transparent governance,and accountability to the community we responsibility,and long-term energy resiliency that ensures affordability and
served. sustainability for future generations.
My wife,RaJean(Gabel)Tiffany,is a Career and Technical Education(CTE) I would be honored to continue serving the community and United Power as a
engineering teacher at Brighton High School.We have three children:Sarah is a member of the Board of Directors.I believe my leadership experience,education,
microbiologist,Shawn attends the Colorado School of Mines,and Katy attends the and lifelong commitment to the community would provide a valuable perspective
University of Northern Colorado.Both will graduate in May. to the Board.
My education includes an Associate of Arts degree from Aims Community College,
a Bachelor of Arts in Criminal Justice from the University of Northern Colorado,and
NORTH DISTRICT
AVirginia A. "Ginny" Buczek (Incumbent)
Virginia"Ginny"Buczek is the incumbent director in the North Booster Club.Ginny is a member of Colorado West Point Parents Club,has served
District.She has 13 years private sector managerial work on Congressional and Senatorial Military Academy Appointment Boards and as
experience and studied business management at Red Rocks member of Weld County's Bright Futures Advisory Board.
Community College.Buczek earned her CCD,Board Leadership The electric industry is rapidly changing,presenting new opportunities
and Gold Leadership certifications from the National Rural Electric Cooperative and challenges requiring experienced,knowledgeable leadership.It is the
Association(NRECA).During her tenure she has served as the President,Vice- responsibility of Directors to contribute to decisions resulting in a focused plan
President,Secretary/Treasurer,and Chair of the Audit Committee.Buczek is to maximize and leverage opportunities,mitigate risk and maintain a quality
United Power's director on the Colorado Rural Electric Association Board(CREA). workforce.Ensuring safe,reliable,cost-efficient electrical power,financial stability,
She is currently Past President of the CREA Board,serves on CREA's Executive, while maintaining quality service for all United Power members.Making the
Legislative,and Policy Committees.She has served as CREA's President,Vice hard decisions to position the Cooperative to provide the future needs of our
President,Secretary,Treasurer and the Budget and Finance Chair.Ginny currently communities are fundamental Board duties.I have been a committed member
serves on the NRECA Regulation Policy Committee representing the four states of of the United Power community for thirty-four years and remain focused on the
Region 7 families and businesses of our community.I thank you for the investment you
Ginny's elected and appointed experience includes Weld County Council, have made in me as one of your United Power Directors.That investment has
Southwest Weld Technical Committee and Tri-area Ambulance Board of Directors. provided hundreds of hours of Electric Cooperative education.Using my electric
She has been active in her hometown,on the Firestone Planning Commission, director's education,coop experience and the input you,the member/owners,
Firestone Board of Trustees,and Park Commission,receiving the Colorado provide,I will continue to work for the best interests of the members.Thank you,
State Parks'Conservation Hero Award,2006.She served on the Board of the for your continued support and interest in Your Co-Op.I would be honored to
United Power Round-Up Foundation.She has been active in many civic groups serve you,the members,for another term,'
including 4-H,Girl Scouts,Neighborhood Watch,and Frederick High School
J ID i IDA Mew 4 4
The following statements are those of the candidates and have not been altered or verified by United Power.
CENTRAL DISTRICT
to Vicki Erickson
My Fellow co-op members,my name is Vicki Erickson,and I am
running for the United Power Board.By being a stay-at-home
mom for over forty years,I have learned to live on a tight budget.
' - Growing up and living my life in agriculture,from my family
homestead farm in Platteville to working with my husband on the farm outside
of Fort Lupton,where I was active in my community.I understand how every
family is affected by the choices of our Co-Op,We have continued to see rates
increase over the last several years.A change is needed for common sense,not
just business sense,to be used in decisions affecting everyone,obtaining power
from our electrical co-op.If the board can build on its community relationships
and its commitment to the membership,it will take all of us,not just the business-
minded,to make the difference.With my willingness to grow and learn,along with
my background,I feel I am the right person to bring that change to the board and
keep us grounded in the needs of the membership.
CENTRAL DISTRICT
Lisa Hough
K I am running for the United Power Board of Directors because But my heart was in Colorado,so I returned to the Rocky Mountains.Over the
our cooperative is at an important moment in its history,and I past twenty-five years,I have worked in roles across energy,technology,and
.411 want to ensure its future focus remains on providing reliable, public policy.Most relevant to my experience in serving as your Director,I
affordable,and member-focused service.I also want to represent represented BP America's external affairs in the region,working with natural gas,
a fast-growing part of the United Power service territory and bring a community- wind,and solar operations and managing our community investment programs.
centered perspective to the Board. I later joined an energy startup focused on energy efficiency software.We
I currently serve as President/CEO of the Adams County Regional Economic partnered with electricity providers nationwide to deploy new technologies and
Partnership,a regional chamber of commerce that is the voice of business and customer focused solutions.In addition to my professional background,I have
community leaders who are working to strengthen economic vitality.My role served on numerous nonprofit and public boards,including the Colorado Utility
brings me together with local governments,businesses,education,and nonprofits Consumers Board,workforce and transportation boards,and regional community
to plan for the future,advocate for smart policies,and make sure infrastructure organizations.These roles reinforced the importance of fiduciary responsibility,
investments keep pace with regional needs, transparency,and thoughtful long-term decision-making skills.
I moved to Colorado to study at the University of Denver,College of Law,where As a United Power Director,I want to help guide responsible growth,grid
I focused on natural resources law and environmental policy.After graduation,I modernization,and emerging energy technologies while keeping members at
served first as a federal law clerk and then as Special Assistant to the President the center of every decision.I support United Power's Roadmap and believe my
of the New Jersey Board of Public Utilities.I focused on telecommunications and experience allows me to ask good questions,listen carefully,and help make
energy policy issues and supported the agency's collaboration with the National balanced choices.United Power is strongest when members feel heard and
Association of Regulatory Utility Commissioners,including its staff electricity informed,and I am eager to provide steady leadership,positive energy,and a deep
committee.That experience gave me a strong background in regulation,consumer appreciation for this cooperative and its future.I would be honored to serve United
protection,and the importance of balancing innovation with reliability. Power's members and our communities.
SOUTH DISTRICT
MSteven Douglas (Incumbent)
It has been an honor to serve in my first term as a board member Understanding the upcoming rate increase,there is a need to continue to work
for United Power and I'm excited to run again to continue the on strong planning for reassurance.When rate adjustments become necessary,
important work that this board has begun with so much more to they should reflect true long-term needs and be implemented in smaller,more
accomplish moving forward. manageable increments rather than sudden increases.Careful governance today
In taking on my responsibilities as an elected United Power Board Director, protects members from volatility tomorrow.And as large hyperscaler users enter
education became paramount and after only 18 months,my goal of completing our service territory,we must ensure that the costs they create are borne by those
the NRECA certification at all three levels was met,achieving the Gold Program causer's—not passed on through higher rates.
Director status.In addition,I have also been actively engaged in addressing As of 2024,I retired from King Soopers following 47 years of service as a UFCW
complex issues,including energy transition strategies and effective board Local#7 union member,and now have the time and availability to fully dedicate
leadership, myself to public service.My experience as a United Power South Director,former
As a board,our priority is finding the right balance between reliable energy Tri-State Director,Mayor of Commerce City,E-470 Board Member,former City
production and responsible efficiency.I support an all-of-the-above energy Council-member and Planning Commissioner has strengthened my ability to lead
strategy which includes cutting-edge storage solutions—one that maintains collaboratively,manage risk,and advocate effectively for our cooperative.I bring
reliability and affordability while responsibly meeting environmental,State and more than 22 years of public leadership experience along with deep institutional
Federal regulations, knowledge to the board,and have the commitment,perspective,and capability to
continue serving thoughtfully and responsibly.
As United Power's service territory continues to grow,that growth must be
supported through smart,hyper-localized infrastructure investments that I will always remember that United Power is owned by you,its members and
strengthen the system without overwhelming local capacity.My mindset is respectfully ask for your support for my re-election.Together,we can continue
focused on ensuring that United Power not only succeeds today,but continues to building a secure, stable,and resilient future for United Power.
thrive well into the future.Our policies must reflect the real needs of our member- Thank you,
owned cooperative and anticipate what lies ahead.That means future-proofing —Steven Douglas
our cooperative by prioritizing resilience,adaptability,and energy redundancy in stevesrjrm@gmail,com
an evolving energy landscape.
MOUNTAIN DISTRICT
` Tamra K. Waltemath (Incumbent)
My name is Tamra(Tami)Waltemath and I am currently on the transported to your home or business.Technology in the electric industry has
Board of Directors at United Power,for the Mountain District, drastically changed in the last 10 years.As a director,it is important to understand
which is where I live,in Coal Creek Canyon.I have served as how renewable resources and new technology will help to keep United Power
a director for 9 years and I am asking for your vote so I may a reliable energy provider.United Power is a leader in the move toward battery
continue to serve you,the members of United Power.In my nine years as a storage,community solar,and micro-grids.New technologies are challenging the
director,I have worked hard to keep rates down and keep your power reliable. electric industry to be cleaner,cheaper and more dependable.
I have served on the board as the assistant Secretary/Treasurer,and Board United Power is a cooperative,and follows cooperative principles which include
Secretary and I currently am Vice Chair of the board. supporting the communities it serves.I will continue to be a director who
I have a good background to be your director.I am an attorney with my own encourages the efforts of United Power to actively engage its members to be
practice in Westminster,Colorado.As an attorney I have experience in operating a involved in their communities by sponsoring events.I feel proud to be a director
business.I understand contracts and contractual relationships,and I understand of a corporation that supports its communities.As a United Power member,I
the fiduciary duties required of a director.I am comfortable with making daily am a consumer,like you.As a United Power director,I promise to work hard to
decisions as well as planning for long range goals.Participating on a board keep rates down,keep your lights on and make United Power the best electricity
requires engaging in a group collaborative process,a skill I have found necessary provider in the State of Colorado.I will listen to the concerns and needs of all our
to be a good attorney. members,because it is the members I serve as a director and I would be honored
I have taken many classes to educated myself about the electric industry,and to serve you for another term.
I have achieved a Credentialed Cooperative Director designation and a Board
Leadership certificate from the National Rural Electric Cooperative Association
(NRECA),as well as a Director Gold certificate.This education is very important
to understand the mechanics of how energy is produced,generated and
BALLOT QUESTION
(c) To purchase,receive,lease as lessee,or in any manner acquire,
own, hold, maintain, use, convey, sell, lease as lessor, exchange,
BALLOTQUESTION mortgage,pledge,or otherwise dispose of any and all real and personal
property or any interest therein necessary, useful, or appropriate
to enable the CorporationCooperative to accomplish any or all of its
Articles of Incorporation — Proposed Amendments purposes;
The Board of Directors recommends that the membership (d) To assist its members and custom rs to wire their premises and
approve the following amendments to the Articles of install therein electrical and plumbing appl-hmces, fixtmcstraJ i cry,
Incorporation. If approved,the organization will file these supplies, apparatus, and Lquipn....<<t f any and all kinds-and-clra,a,tci
amendments with the State. (including, without limiting the generality of the foregoing, such as
These amendments will ensure the cooperative's Articles
of Incorporation are clear,transparent,and consistent with distribute,install and repaircicctrieal and plumbing appliances,fixtures,
current state laws and the cooperative's Bylaws. Specifically, mad.;IRA atraSund-c i
the proposed amendments remove duplicative and outdated Liraraetcr (including, without lin tnig the gc�leiality of tl . f.,«Kninb;
language and add clarifying language where necessary.
b t
The following question will appear on the 2026 ballot:
Shall the membership approve the amendments to the security therefor.
Articles of Incorporation as presented and authorize the fe)(d) To borrow money, to make and issue bonds, notes, and other
evidences of indebtedness,secured or unsecured,for moneys borrowed
Board of Directors to file the approved amendments with or in payment for property acquired, or for any of the other objects
the State? or purposes of the Cooperative; to secure the payment of
171 such bonds,notes,or other evidences of indebtedness by mortgage or
The proposed amendments to the Articles I=J mortgages, or deed or deeds of trust upon,or by the pledge of or other
of Incorporation are as follows.To view the lien upon, any or all of the property, rights, privileges, or permits of
•
redline in color,scan the QR code or visit r �: � ' . the CorporationCooperative, wheresoever situated, acquired or to be
www.unitedpower.com/annual-meeting. •O — acquired;
❑ . i
(4)(e) To engage or invest in any lawful way in the business of
communications in all its phases,including but not by way of limitation,
ARTICLES OF INCORPORATION cable television;
OF (g)(1) To engage or invest in all other lawful business pursuits not
UNITED POWER,INC. inimical to the purposes above stated;
United Power, Inc., a Colorado not-for-profit cooperative (h-)(g) In furtherance of all of the foregoing purposes, the
association (the "CorporationCooperative")pursuant to Section CorporationCooperative shall have and may exercise all of the rights,
7-55-109 of the Colorado Revised Statutes hereby amends and restates powers, and privileges now or hereafter conferred upon cooperative
its Articles of Incorporation, as the same has been amended from car peratirn,s associations organized under the laws of Colorado.
time to time ("Articles of Incorporation"). These Amended and ARTICLE III
Restated Articles of Incorporation superseede the previously effective
Articles of Incorporation, and were approved by vote of the directors Section 1. The CorporationCooperative is formed without any purpose
and the members of the CorporationCooperative sufficient for approval. of direct gain to itself; and the members shall not have a direct right
Pursuant to the foregoing, the CorporationCooperative hereby amends to the profits or assets of the eorperrationCooperative, but rather
and restates the Articles of Incorporation to read as follows: such profits and assets shall belong to the members in proportion to
ARTICLE I their purchases from the Carper ationCooperative, as the bylaws may
provide. No member shall have more than one membership at any time
The name of the CorporationCooperative is: and no member shall ever have in his or her own name more than one
UNITED POWER,INC. vote at any meeting. There shall be no limit on the number of members
ARTICLE II of the CorporationCooperative. The membership and voting rights of
the members shall be set forth in the CorporatianCooperative's bylaws.
The objects and purposes for which the Corpora tioiCooperative is Section 2. The bylaws of the CorporationCooperative may define and
formed and its powers are: fix the duties and responsibilities of the members, and may prescribe
(a) To generate, manufacture, purchase, acquire, and the terms and conditions upon which members may be admitted to and
accumulate electric energy for its members and customers,and to may retain membership in the earparationCooperative. The bylaws
transmit,distribute,furnish,sell,and dispose of such electric energy to may provide for the furnishing and sale of electrical energy to the
its members and customers,and to construct, erect,purchase, lease as public, to the members of the CorporationCooperative,and to persons
lessee, and in any manner acquire, own, hold, maintain, operate, who do not desire to become members of the eorprorationCooperative.
sell, dispose of, lease as lessor, exchange, and mortgage plants, Section 3. The private property of the members of the
buildings, works, machinery, supplies, apparatus, equipment, CorporationCooperative shall not be subject to the payment of,
and electric transmission and distribution lines or generation systems and no member shall be individually responsible for, corporate
necessary, convenient, or useful for carrying out and accomplishing debts to any extent whatever, provided however, the bylaws of the
any or all the foregoing purposes; CorporationCooperative may provide that a member's or patron's
(b) To acquire,own,hold,use,exercise and,to the extent permitted unclaimed property held by the CorporationCooperative may
by law, to sell, mortgage, pledge, hypothecate, and in any manner be applied by the corporationCooperative for the benefit of the
dispose of franchises, rights, privileges, licenses, rights-of-way, and CorporationCooperative or for some charitable or public purpose.
easements necessary,useful,or appropriate to accomplish any or all of
the purposes of the Corpoiatiu,rCooperative;
ARTICLE IV monetary damages for breach of fiduciary duty as a director or officer,
The term of existence of the CorporationCooperative shall be perpetual. except that this provision shall not eliminate or limit the liability of
a director to the CorporatieriCooperative or to its members for acts,
ARTICLE V breaches, or transactions described in Section 7-108-402(1) of the
The CorporationCooperative's bylaws shall have no less than three Colorado Business Corporation Act,as amended.
(3) and no more than eleven (1 I) directors, as determined by the If the Colorado Business Corporation Act is hereafter amended to
Corporation's bylaws,whosc terms of office shall be three(3)years or eliminate or limit further the liability of a director, then, in addition
until their successors shall have been elected and qualified. Members to the elimination and limitation of liability provided by the preceding
< sentence, the liability of each director shall be eliminated or limited
may provide that not all director terms expire in the same year so to the fullest extent permitted by the Colorado Business Corporation
that directors are elected on a staggered basis and that some or all Act as so amended. Any repeal or modification of this Article XI
be elected from particular, defined districts within the Corporation's shall not adversely affect any right or protection of a director
service territory. establish the number of directors, director districts, of the Cerpoiat oirCooperative under this Article XI, as in effect
term or length of service,and director qualifications. immediately prior to such repeal or modification,or with respect to
ARTICLE VI any liability that would have accrued, but for this Article XI,prior to
such repeal or modification.
The operations of the Corporation shall be carried on in the Counties of
Adams, Boulder,Gilpin, Broomfield, Jefferson and Weld, and in such The foregoing provisions of this Article XI shall be deemed to be
other counties in the State of Colorado and in the United States,as the a contract between the CorporationCooperative and each director
board of directors may from time to time decide. The principal office and officer who serves in such capacity at any time while this Article
and place of business of the cooperative and such other is in effect. Any repeal or modification hereof shall not affect the
offices as may be necessary shall be located at such place or places in rights or obligations then existing or any action, suit, or proceeding
the State of Colorado and in the United States as the board of directors thereafter brought based in whole or in part upon any such stated facts.
may from time to time decide. The current principal office and ARTICLE XII
principal place of business of the CorporationCooperative is 500 The < shall indemnifyanyperson made aparty
Cooperative Way,Brighton,Colorado 80603. "'
to a threatened, pending. or completed action, suit, civil, criminal,
ARTICLE VII administrative,or investigative proceeding,whether formal or informal,
Section 1. The Cooperative's bylaws shall establish the procedures and because such person was or is serving as a director. This indemnity
processes by which o-the CotprnatirnrCooperative's bylaws may be extends to a director upon a determination by the board of directors
altered,amended,or repealed by the members at any regular or special that the director being indemnified acted in good faith and reasonably
meeting, provided the notice of any such meeting contains a copy believed that his or her conduct was in the best interest of the
of the proposed alterations, amendment_or repeal. The bylaws Cooperative. In a criminal matter the indemnity extends
upon a determination by the
the board of directors at any regular or special meeting of said board board of directors that the director being indemnified had no reasonable
provided that written notice of the proposed alterations, amendment, cause to believe that his or her action was unlawful. Indemnity does
or repeal shall be mailed to each member, at the member's last known not extend to a director if the director is adjudged liable to the
address,not less than thirty(30)days before the date of such meeting. CorporationCooperative or is adjudged liable on the basis of having
u. derived an improper personal benefit.
In addition to the indemnity provided to its directors, the
CorretratiefttCooperal i‘e shall advance the costs of defense to a director
or repeal of the bylaws and said alterations, named in a proceeding,provided that the board of directors determines
amendments, that the facts known to the board do not preclude indemnification and
that the director furnishes the CorporationCooperative with a written
Section 2.The board of directors shall have power to make and adopt affirmation that the director has met the standards of conduct
such rules, regulations, policies, and tariffs not inconsistent with required of directors by Colorado law and that the director will repay
these Amended and Restated Articles of Incorporation or the bylaws the advance if it is ultimately determined that the director did not
of the CorporatioirCooperative, as it may deem advisable for the meet the standard of conduct required by Colorado law.
management, administration and regulation of the business and affairs The Co/pc/rat-tot/Cooperative will also indemnify its officers and
of the Corpo+ati,,, Cooperative. advance expenses if they are involved in a legal proceeding as a result
ARTICLE VIII of their service as an officer upon the same basis as the directors are
Cumulative voting shall not be permitted in the election of directors. indemnified.
ARTICLE IX It is the intent of the provisions of this Article to provide the
directors and officers of the CorporationCooperative with (a)
The CorporationCooperative may amend, alter, change, or repeal limitations of liability to the Corpor<,tioirCooperative and its members,
any provision contained in these Amended and Restated Articles of (b) indemnification,and (c)covenants for the advancement of costs,
Incorporation in the manner now or hereafter provided by law. all to the fullest extent allowed under Colorado law.
ARTICLE X IN WITNESS WHEREOF, the undersigned has signed and
A quorum for all purposes at member meetings shall be lesser of five acknowledged that these Amended and Restated Articles of
percent •t is defined Incorporation have been approved by the board of directors and
by the Cooperati c's ttbylaws members of the CorporationCooperative.
• Signed and acknowledged this th day of April,2 1472026.
ARTICLE XI
No director or officer of the Coi poi atioitCooperative shall be
personally liable to the CorporationCooperative or to its members for
VOTING ELECTRONICALLY E, r El
1. Log in to your United Power online account at www.unitedpower.coms. •or via the United Power mobile app. �' p•
.
2. Click"Vote Now"from the online account home screen. ❑ .
3. Click"Go to Ballot"after reviewing the voting instructions.
4. Vote for one candidate per district and answer all ballot questions. OnfAtt4
5. Click"Go to Ballot Confirmation:' � � Fin6f
/6. Review your completed ballot.Click"Change Votes"to edit,or click
"Submit Ballot"to complete your vote. Scan the QR code,
7 Your ballot is now complete. Enter your email address on the log in, and click
final confirmation screen to receive a confirmation email. "Vote Now:'
GElectronic balloting closes on Tuesday,April 14 at 11:59 a.m.
♦
VOTING BY MAIL BALLOT
1. Fill in the square next to your selections. Be sure to vote for one candidate in each
district and answer all ballot questions.
2. Place your ballot in the white business reply envelope. �t �r
3. Sign the back of the business reply envelope.State law requires the member's
signature for the ballot to be valid. /
4. Mail your ballot postpaid via U.S. Mail.
DMail ballots must arrive at the Survey& Ballot Systems
post office box by 11:59 a.m.on Tuesday,April 14. State law requires
a signature on the
SIGNING YOUR MAIL BALLOT white return envelope.
When signing your ballot envelope,please follow these instructions:
• If the membership is owned by one person,that person • If the membership is owned by a member who is
should sign his or her name on the signature line as it deceased or the member needs assistance,the person
appears on the mailing label. signing must place his or her signature on the signature line
• If the membership is owned jointly by two or more and indicate his or her title or lawful representative capacity
persons,only one of the joint owners needs to sign, on the title line. For example:
• If the membership is owned by a corporation,partnership, • If the member is deceased,the personal representative of
or other legal entity,the person signing must place his or the estate should sign his or her name on the signature
her signature on the signature line and indicate his or her line,and state"Jane Doe,Personal Representative of the
title or lawful representative capacity on the title line. For estate of John Doe;'on the title line;
example: • If a person is unable to write a signature,his or her mark
• A person signing for a partnership should sign"John Doe" will be accepted if a witness is present and signs"John
on the signature line and"Partner"on the title line; Doe is unable to sign,but made his or her mark as his
or her intended signature in my presence.Jane Doe,
• A person signing for a corporation should sign"John Doe" witness:'
on the signature line and "President"(or other office) on
the title line;
• A person signing for a trade name should sign"John Doe"
on the signature line and"Owner"on the title line.
ioNITED
S MIA
For More Information or Assistance �Ow
TA
Call United Power at 303-637-1300. Rider
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