Director Education Catalog DID YOU KNOW? I Have Learned So Much Through the NRECA Courses of the 7,200* Directors Nationwide: That I Have Taken

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Chart Your Course for ProfessionalChart Development! Your Director Education Director cooperative.com/learning • Published February 2021 Catalog NRECA Director NRECA Director Education Highlights Education provides you with the Director Competencies full spectrum of NRECA has developed a set of competencies that address education you need the knowledge, skills and abilities necessary for any member of the board to govern their co-op effectively. to govern your See page 7 or visit cooperative.com/dircompetencies co-op successfully— for more information. from the first day in your position, to the Director Community Looking for a place to connect with director peers from time you leave the co-ops across the country? The cooperative.com based board. No matter online Directors Community is just the place. Follow these five easy steps to join: your tenure, NRECA 1. Log on to cooperative.com offers education 2. Click on MENU in the upper left. that is relevant 3. Click on "People and Networking." 4. Click on "Professional Communities." to your role. 5. Select “Directors Community” – request to join

Online Learning NRECA's online learning portfolio covers a wide range of topics, employs a variety of interactive learning techniques and are available in a variety of formats. Visit cooperative.com/online for more information.

Why Choose Us? We Know Co-ops. Contents NRECA offers a wide range of co-op specific education programs you need to effectively lead your co-op. 2-3 Director Certificate Programs Overview • Our programs feature co-op specific case studies, examples and discussions. 4-5 My Education Action Plan • Our instructors are not only experts in their fields, but average more than 20 years of co-op experience. 6 Faculty Spotlight Check out page 6 for more on our instructors. 7 Electric Cooperative Director Competencies Explore Your Options 8 Continuous Learning Your Way: Governance Talk Videos NRECA offers a wide range of education programs in a variety of formats and delivery options: Credentialed Cooperative Director (CCD) • Online 9-11 Certificate • On-site at your co-op, statewide or G&T • Face-to-face conferences and meetings 12-30 Board Leadership Certificate (BLC) Whatever your preference, we've got plenty of Communications (pages 14–15) learning options for you! Cooperative Business Model (page 17) Financial (pages 19–20) Governance (pages 21–26) Get Started Today! Grassroots (page 27) 1 Take the Online Director Education Assessment Power Supply (page 28) to learn what education programs are right for you. Risk Management (page 29) Visit cooperative.com/directorassessment or see Technology (page 30) page 5 for more information. 2 Review this catalog or visit cooperative.com/learning 31 Director Gold Credential to see all we have to offer. 32-33 Director Education Conferences & Meetings 3 Register online where available or call us at 703-907-5656 to get started! 1 NRECA’s Director Certificate Programs (offered in three levels, from Director fundamental to advanced) are designed to help electric cooperative Certificate directors, at every stage of their service, understand their roles and responsibilities, stay up-to-date on the key issues and trends in the Programs industry and prepare them to meet the challenges facing electric cooperatives now and in the future.

The Director Gold credential recognizes directors who have earned their CCD 3 and BLC credentials and want to continue learning throughout their service on the board. See page 29.

The Board Leadership Certificate (BLC) program consists of courses 2 focusing in greater depth on specific industry and governance issues such as risk management, ratemaking and policy development. See pages 11-28.

The Certified Cooperative Director (CCD) Certificate is a set 1 of five courses that focuses on basic governance knowledge and the essential skills required of cooperative directors. See pages 8–10.

2 | Director Education Catalog DID YOU KNOW? I have learned so much through the NRECA courses Of the 7,200* directors nationwide: that I have taken. That knowledge makes me a better cooperative director and sharing experiences and insights with other directors is extremely valuable.” 67% have earned Tim G. Lehmberg, CCD, BLC, DGC Central Texas Electric Cooperative the CCD 22% have earned Director Gold

Director Gold = CCD + BLC + 3 Additional Credits from BLC Courses (every 2 years)

BLC = CCD + 10 Credits from Courses Within 8 Specialty Areas: Communications • Cooperative Business Model • Grassroots • Financial • Governance • Power Supply • Risk Management • Technology 38% have earned the BLC

CCD = 5 Core Courses: *As of December 2020 • (2600) Director Duties and Liabilities • (2610) Understanding the Electric Business • (2620) Board Operations and Process Learn More! • (2630) Strategic Planning Review this catalog or visit • (2640) Financial Decision-Making cooperative.com/directors to learn more about all three Director Certificate Programs. 3 Want Taken Course My Education to Take Credentialed Cooperative Director Certificate (CCD) Action Plan 2600 Director Duties and Liabilities 2610 Understanding the Electric Business Use this worksheet 2620 Board Operations and Process 2630 Strategic Planning to keep track of 2640 Financial Decision Making the courses you’ve Board Leadership Certificate (BLC) Communications taken and what you 914.1 Cooperative Communications and Public Opinion: The Director’s Perspective still need to take 943.1 Conversation Skills Outside the Boardroom 944.1 Giving and Receiving Effective Feedback to reach your 956.1 Crucial Conversations in the Boardroom learning goals! Cooperative Business Model 913.1 Cooperative Fundamentals, Legacy and Economic Impact 919.1 Cooperative Structure: A Strategic Advantage Financial 974.1 Rate Making Strategies and Policy Decisions for Electric Cooperative Boards 975.1 Capital Credits Issues and Decisions 977.1 Equity Management and Boardroom Decision Making Governance 901.1 Rules and Procedures for Effective Board Meetings 903.1 The Role of the Board Chair in Conducting Effective Meetings 905.1 Assessing Governance: Taking a Continuous Improvement Approach to Governing Your Co-op 906.1 Implementation Workshop: Governance Assessment 925.1 Co-op Bylaws: Guiding Principles & Current Issues 929.1 Current Governance Issues in Policy Development 930.1 Ethics and Governance: Implementing the New Accountability 935.1 Appraising and Compensating the CEO 941.2 The Gettysburg Leadership Experience (2.5 days) 951.1 Developing Effective Boardroom Decision Making 953.1 Improving Board Decision Making Quality 955.1 Your Board’s Culture: Its Impact on Effectiveness 4 | Director Education Catalog Want Taken Course to Take 957.1 How to Evaluate and Improve Board Performance 958.1 Succession Planning: Developing the Purpose-Driven Organization 971.1 Governance Challenges of the Evolving Distribution Cooperative Grassroots 918.1 Maximizing Your Grassroots Strategy Power Supply 961.1 The Evolution of Electric Cooperative Power Supply 964.1 Communicating the New Energy Landscape Risk Management 921.1 Risk Oversight: The Board’s Role in Risk Management Technology Need to Know 963.1 Strategic Technologies and their Impact on the Cooperative What Courses

Have You Taken Courses Not Listed Here? You’ve Taken? 900-level courses not listed are no longer offered but they may apply toward the BLC certificate. Visit cooperative.com/courserecord Not Sure Where to Start? or contact: We can help you create a custom learning roadmap with our Online Director Education Angie Hylton Assessment. This competency-based self-assessment provides individualized summaries of strengths, areas for development and recommended learning opportunities. Your [email protected] results can lay the foundation for and guide professional development planning. 703-907-5656 Visit cooperative.com/directorassessment to choose your path!

5 NRECA has built its 45-year plus reputation in education and training Faculty Spotlight on co-op-specific programs led by co-op experts. Through our Meet some of our Director Education programs, our members have access to instructors who are not only Instructors! They bring over 200 years of experts in their field, but average more than 20 years co-op experience. combined co-op experience.

Rod Crile Rick Crinklaw Mike Guidry Crile Consulting LLC Instructor, NRECA Instructor, NRECA Education Background and Experience Education Programs Programs Sharing financial expertise with Background and Experience Background and Experience cooperative board and staff 38 years in the electric 30+ years of diverse members, gained from 36+ years utility industry, including experience in the of experience serving cooperatives 20 as CEO of Lane Electric cooperative industry as across the county. Cooperative in Eugene, an employee, CEO, and Oregon. statewide, G&T, and NRECA national board member

Colette Collier Trohan Mary McLaury Molly McPherson, M.S., APR Professional Registered Instructor, McLaury Speaker, Public Relations Parliamentarian and Certified Communications Practitioner, Instructor, Professional Parliamentarian-Teacher, Background and Experience Podcast Host A Great Meeting, Inc. 35+ years of experience Background and Experience Background and Experience serving electric cooperatives APR-certified Over 25 years experience in in communications, communications professional association governance and related education and training, and with 25+years of experience rules and documents branding leadership roles. in PR, journalism and social media; communications strategy consultant for Lauren Gore Bryan Singletary distribution co-ops, G&Ts Partner and Co-founder LDR President, Practical Energies and national cooperative Growth Partners and Principal, Background and Experience organizations LDR Advisory Partners 35 years in the electric industry Background and Experience including 14 years as an engineer Former US Army Airborne at Florida Power working Ranger-qualified infantry officer, in power supply planning, leadership professional with load forecasting/research, experience teaching executive and DSM and field operations board-level courses in decision- Visit cooperative.com/faculty making and problem identification. for more information on these instructors and all of our faculty. 6 | Director Education Catalog Electric Cooperative Director Competencies NRECA is committed to helping electric cooperative directors meet the challenges of a rapidly changing industry—inside and outside the boardroom. To help identify the knowledge, skills and abilities needed to govern effectively, we’ve developed a competency framework specifically for electric cooperative directors.

Visit cooperative.com/dircompetencies to learn more about this competency framework and how it maps to NRECA Director Education programs.

7 Online Continuous Instructor-led/remote classroom or 24/7 on demand at your own pace Learning YOUR On-site Way Available for delivery at your co-op, statewide or G&T. NRECA's competency-based See page 16 or visit cooperative.com/onsite. education programs are designed to target knowledge and skills Various Locations Face-to-face conference or meeting dates, location(s) and online that are relevant and transferable registration available at cooperative.com/conferences. to the co-op boardroom. We offer a wide range of education NRECA/CFC Headquarters programs for directors. Explore Face-to-face meetings occur at NRECA and CFC headquarters the following pages to learn in Northern Virginia. Visit cooperative.com/conferences for dates about all that we have to offer! and to register.

Governance Talk Videos NRECA has created a series of free, short educational videos for directors, CEOs, attorneys and staff that feature conversations with co-op and industry experts on some of today's most important governance issues, including transparency, member elections, cybersecurity and the director-CEO relationship. Visit cooperative.com/governancetalk to start watching!

These symbols indicate where the events, programs and courses in the KEY: catalog are offered. Additional information about all education programs is available at cooperative.com/conferencesandeducation

8 | Director Education Catalog Are You New to the Board or Ready to Expand Your Knowledge? The Credentialed Cooperative Director (CCD) curriculum consists of five courses designed to provide basic knowledge and skills required of co-op directors. Each course is one day long. CCD Credentialed Cooperative Director Certificate 9 2600 Director Duties and Liabilities 2610 Understanding the 2620 Board Operations Electric Business and Process

Boards are responsible for directing the affairs This course is designed to provide the electric The board of directors is responsible for of the corporation. This course discusses and distribution director with an managing the affairs of the corporation. In explains the duties of loyalty, obedience and understanding of the operational challenges fulfilling its duties, the board typically can only due care, and the need for directors to acquire electric cooperatives face. The course also take official action via majority vote in a duly the minimum knowledge and skills necessary presents a set of tools to facilitate due diligence convened meeting. This course focuses on the to fulfill their responsibilities within the in boardroom decision making on these issues. legal requirements for holding board meetings cooperative context. and also on the human factors and group Key topics: processes that make such meetings productive Key topics: • The policy and planning decisions boards and effective. • An overview of today’s multibillion make with regard to utility operations. dollar electric utility business Key topics: • Developing a culture of safety • Identifying the individuals and groups • The concepts and values that govern at your cooperative. cooperatively owned businesses and with whom the board must maintain • How boards authorize resources consistent related types of organizations effective working relationships with the strategic plan, long-range financial. • Legal and regulatory concepts • Understanding, working with • The board’s role in the delivery of electricity affecting public utilities and responding to members includes How board provide direction • How public officials and opinion • Key legal documents such as articles through a strategic planning process. of incorporation and bylaws leaders impact the cooperative and the board’s role in building and • The role of management and On-site Online maintaining effective relationships guidelines for maintaining an effective Various Locations relationship with the CEO • Lessons and guidelines regarding key internal relationships: with the board chair, On-site Online with the attorney and within the cooperative

Various Locations On-site Online Various Locations

10 | Director Education Catalog CCD

2630 Strategic Planning 2640 Financial Decision Making

Boards have ultimate responsibility for This course is designed to help directors ensuring and evaluating the long-term health assess their cooperative’s financial position via of the organization. They help fulfill this duty financial statements used in financial reporting through strategic thinking, identifying goals and planning, as well as key ratios developed through strategic planning and authorizing the from these financial statements. Participants appropriate allocation of resources through the will also recognize how board decisions impact adoption of financial policies, budget review their co-op’s financial position. and approval and monitoring management’s Key topics: progress toward strategic goals. This course teaches directors how to participate effectively • Identifying the key financial in strategic thinking and planning processes. decisions boards make. • The uniqueness of the cooperative Key topics: business model and a typical • Understanding the difference between cooperative’s financial attributes. strategic thinking and strategic planning • Recognizing three financial • Analyzing your cooperative’s strengths, documents used by cooperatives weaknesses, opportunities and threats and related key financial ratios. • Recognizing the board’s • Understanding how board decisions oversight responsibility impact the financial position • Using the strategic plan in the annual and financial statements. evaluation of the cooperative’s • The difference between reporting accomplishment and as the foundation a cooperative’s financial results of the CEO’s performance appraisal and understanding a cooperative’s financial position. On-site Online • The audit function. Various Locations On-site Online Various Locations

11 The Board Leadership Certificate (BLC) offers advanced director courses and can be attained after earning the CCD. To earn the BLC, directors must complete 10 credits from the 900-level courses. Directors may attend the BLC courses at any time, but, they must have their CCD certificate to be eligible. Each course is one day long unless otherwise noted. = Recommended BLC Board Leadership Certificate

12 | Director Education Catalog Build a Balanced Board The BLC courses are grouped into specialty areas. To ensure boards have a diverse set of knowledge and skills relevant to governing electric co-ops, directors are encouraged to make certain their board as a whole has exposure to each category. We advise that all directors complete five recommended BLC courses—indicated with • in the list below. COMMUNICATIONS 935.1 Appraising and Compensating the CEO 914.1 Cooperative Communications and Public Opinion: 941.2 The Gettysburg Leadership Experience (2.5 days) The Director’s Perspective 951.1 Developing Effective Boardroom Decision Making Conversation Skills Outside the Boardroom 943.1 953.1 Improving Board Decision Making Quality 944.1 Giving and Receiving Effective Feedback 955.1 Your Board’s Culture: Its Impact on Effectiveness Crucial Conversations in the Boardroom 956.1 957.1 How to Evaluate and Improve Board Performance COOPERATIVE BUSINESS MODEL 958.1 Succession Planning: Developing the • 913.1 Cooperative Fundamentals, Legacy and Purpose-Driven Organization Economic Impact 971.1 Governance Challenges of the Evolving 919.1 Cooperative Structure: A Strategic Advantage Distribution Cooperative FINANCIAL GRASSROOTS 974.1 Rate Making Strategies and Policy Decisions for 918.1 Maximizing Your Grassroots Strategy Electric Cooperative Boards • 975.1 Capital Credits Issues and Decisions POWER SUPPLY 977.1 Equity Management and Boardroom Decision Making 961.1 The Evolution of Electric Cooperative Power Supply 964.1 Communicating the New Energy Landscape GOVERNANCE 901.1 Rules and Procedures for Effective Board Meetings RISK MANAGEMENT 903.1 The Role of the Board Chair in Conducting 921.1 Risk Oversight: The Board’s Role in Risk Management Effective Meetings 905.1 Assessing Governance: Taking a Continuous TECHNOLOGY Improvement Approach to Governing Your Co-op 963.1 Strategic Technologies and their Impact on the Cooperative 906.1 Implementation Workshop: Governance Assessment • 925.1 Co-op Bylaws: Guiding Principles & Current Issues NOTE: To earn the BLC, directors must have earned their CCD and • 929.1 Current Governance Issues in Policy Development complete 10 credits from the 900-level courses shown above. • 930.1 Ethics and Governance: Implementing the New Accountability 13 914.1 Cooperative Communications 943.1 Conversation Skills and Public Opinion Outside the Boardroom

Given the challenges of the evolving energy Many co-ops are getting member requests for landscape, effective communications from the information as the energy industry evolves toward a cooperative is an area of increasing importance. consumer-centric model. Co-ops are well positioned Whether it is communicating future rate as their members’ trusted energy adviser to provide increases or advertising our cooperative’s education and information on the changing energy participation in renewable energy programs, landscape. While directors are not the co-op’s official strong communications programs can strengthen spokespersons they are sometimes asked questions by COMMUNICATIONS your identity with member-consumers and build members when they are out in the community. This loyalty. course provides directors with skills and guidance on Builds understanding how to handle such situations by either responding or Key topics: of the importance of referring questions to their co-op’s CEO or designated • The difference between the communication spokesperson. Participants will observe and practice effective communications roles and responsibilities of directors how (or how not) to communicate their co-op’s at the personal and and those of cooperative staff policies, plans, and positions on such timely matters as organizational level to • The purpose of a communications policy rates, distributed energy resources, or the benefits of strengthen a co-op’s • The value of a message belonging to a consumer-centric cooperative utility. identity with member- • How a cooperative can manage Key topics: messages and public perception • Distinguishing the CEO’s role as primary consumers and build co-op spokesperson from the director’s long-term loyalty. On-site Online role in co-op communications efforts Various Locations • Awareness of what is being communicated through body language • Effective techniques for referring questions to the CEO or the designated spokesperson • Recognizing that anything directors say can be recorded by a smartphone and wind up on the internet • Responding to media inquiries and interviews if and when necessary On-site Various Locations 14 | Director Education Catalog BLC 944.1 Giving and Receiving 956.1 Crucial Conversations Effective Feedback in the Boardroom

Is feedback necessary? Studies show that giving This highly interactive one-day course teaches and receiving feedback is a requirement of electric cooperative directors skills for creating any functional relationship. Yet, many lack the alignment and agreement in the boardroom by confidence and skill to both deliver and receive fostering open dialogue around high-stakes, it successfully. Electric co-op boards must give emotional or risky topics—on the issues that face feedback to the CEO if the relationship with its electric cooperatives today. Using real world co- only employee is to be effective and productive. op examples, directors will practice speaking for Directors receiving feedback from members is clarity and purpose; encourage others to do the the bedrock principle of co-op democracy and same; and, analyze the best ideas to make the member engagement. This course will provide highest-quality decisions with the goal of acting valuable skills and instructor-guided practice on issues with unity and commitment. opportunities to sharpen the skills needed to Key topics: successfully give and receive both types of feedback. • Speaking persuasively, not abrasively • Fostering teamwork and Key topics: better decision making • Recognize the importance of giving • Building acceptance rather than resistance and receiving feedback effectively • Resolving individual and • Given a scenario, conduct and evaluate group disagreements effective feedback practices • Demonstrate techniques for delivering On-site Various Locations feedback to CEOs of different generations or gender • Practice delivering feedback to fellow board members and receiving it from them.

On-site Various Locations

15 Can’t Travel to NRECA Hosted Events? We can come to you! Why bring training on-site? • Save time and money. Eliminate travel time and costs by hosting training close to home. Invite neighboring co-ops to co-host the event and share costs. • Learn with your board members. By learning alongside your fellow directors, you will leave with shared knowledge that will help you apply what you learned in the boardroom. • Personalize your learning. Your board will receive the personalized attention of the instructor, enhancing the relevancy of your learning experience.

Learn More! Visit cooperative.com/onsite or contact Brianne McIntyre at [email protected] or 703-907-5619 to learn how we can help you craft the best solution to meet your board members’ training needs.

What is the value of bringing training to your co-op? On-site training allows us to manage the learning function more effectively. Having the on demand ability to communicate with the facilitator allows us to continuously provide and receive value-added feedback." Donnie Bond, Director of Organizational Development, Coast Electric Power Association, Miss. 16 | Director Education Catalog BLC 913.1 Cooperative Fundamentals, 919.1 Cooperative Structure: Legacy and Economic Impact • A Strategic Advantage

Understanding the unique aspects of the The cooperative business model provides cooperative business model better prepares unique advantages to electric co-ops in today’s directors to lead organizations with purpose, challenging and shifting energy environment. not profit, at their core. Course participants will Electric cooperatives that live their purpose explore the cooperative principles and define and operate in accordance with the cooperative how they provide a competitive advantage for business model empower their members today’s co-op organizations. to improve their quality of life. This course is designed to help directors tap into the COOPERATIVE Key topics: strategic advantage of the cooperative structure • Describe the role cooperative business through greater understanding and use of the BUSINESS enterprises play in the world’s economy. cooperative principles and values. • Distinguish the cooperative business MODEL model from other business models. Key topics: • The meaning of a “cooperative culture” • Articulate the seven cooperative Explores the unique aspects and the board’s role in shaping it principles and how those are applied and competitive advantages in today’s electric cooperatives. • Using a cooperative culture as a key component in your co-op’s of the cooperative • Understand the history of electric member engagement strategy business model. cooperatives –how and why they were created; the challenges they • Moving from a monopoly mindset to a = Recommended have overcome through the years. competitive one through the advantages of the cooperative structure • Be able to identify future challenges facing electric co-ops and the • How the cooperative structure can cooperative business model. attract and retain the next generation of co-op employees and leaders On-site Online PREREQUISITES: It is suggested but not Various Locations required that participants first take Cooperative Fundamentals, Legacy and This course is ALWAYS relevant! These principles Economic Impact (913.1) must drive every action the board and co-op undertakes." On-site Online Marvin Sox, CCD, BLC, DGC President, Mid-Carolina Electric Cooperative, Inc., S.C. Various Locations 17 Measuring the Value of Education

Attendees of NRECA’s conferences, meetings and online programs* over the last 12 months reported:

97% 93% 90% 89% 88% made connections of participants intend to take of participants said of participants say with people would action or have they will apply the knowledge who can provide recommend the discussions based what they learned and skills covered assistance to them program to peers on information or to their job. in the program in their director and colleagues. connections gained will help them role at the co-op. at the conference achieve better job performance.

*Attendees who responded to post-event evaluations for the following: Annual Meeting, CEO Close-Up, CONNECT, Directors Conference, INTERACT, PowerUp, Regional Meetings, Tax, Finance & Accounting Conference for Cooperatives, TechAdvantage® Conference and web conferences.

18 | Director Education Catalog BLC 974.1 Rate Making Strategies and 975.1 Capital Credits Policy Decisions for Electric Issues and Decisions Cooperative Boards

The jointly developed (NRECA and CFC) Adopting and implementing a capital credits publication titled, Retail Rate Guide (2017) is policy are key responsibilities of a co-op’s featured in this course. If you haven’t taken board of directors and management. In this this course in over three years, it’s time to take era of increased scrutiny of capital credits it again. Directors discuss the complex issues by members and legislators, directors must that they must balance when they consider understand the co-op’s capital credits policy; business plans, financial policies, alternative be able to explain it to the membership; and rate philosophies and strategies. This course ensure that management design and implement FINANCIAL discusses how current rates methodologies a communications plan for the co-op’s capital affect rising power costs and the current focus credits philosophy. Focuses on critical on energy efficiency and conservation. Key topics: financial matters such Key topics: • How funds will be allocated to members as the board’s role • Recognize the board’s role as “regulator” • Whether to make special retirements in developing rates • Discuss the board’s role in balancing • Which approach to retiring capital and setting policies rates policy with the needs of consumers, credits will maximize the value regarding capital the cooperative, and regulators for the co-op and its members • Recognize the goals that rates can help PREREQUISITES: It is suggested but not required credits and equity. achieve and the political trade-offs they that participants first take Financial Decision require so the board can provide sufficient Making (2640). guidance to management through policy On-site Online • Reference the jointly developed NRECA/ CFC Retail Rate Guide to provide practical Various Locations considerations and steps in the rate-making process as well as address the changes sweeping the electric utility industry

On-site Online Various Locations

19 977.1 Equity Management Online Resources for Electric and Boardroom Cooperative Directors Decision Making Directors have access to timely industry-specific tools, information and educational opportunities through NRECA’s This course focuses on common boardroom member website, cooperative.com. decisions and how these decisions impact the cooperative’s equity position. Using case studies, the financial impacts of board decisions are analyzed through their respective impact on the balance sheet, statement of operations, and statement of cash flows. Concepts will be reinforced through practical exercises and discussion designed to give the director a theoretical understanding that can be applied to situations at their co-op. What will you find on Cooperative.com? Key topics: A wealth of information on the electric cooperative industry including • Explain the purpose and function of key co-op news, and NRECA research and advocacy efforts financial statements (balance sheet, statement A calendar of NRECA in-person and online learning opportunities of cash flows, statement of operations). designed to keep you up-to-date on the industry’s most pressing challenges • Apply a process for determining a board’s Details on director education programs and the ability to track your philosophy regarding key financial metrics. progress towards NRECA’s director credentials • Recognize the impact of boardroom Details on NRECA's new Director Competencies which address the decisions on key financial statements knowledge, skills and abilities necessary for any member of the board to (e.g., balance sheet, statement of cash govern their co-op effectively flows, statement of operations). A special "Governance & CEO Leadership" section • Analyze the impact of boardroom decisions (cooperative.com/governance) offering director-specific articles, (plant growth, construction, etc.) and resources and our new Governance Talk video series, to help you conduct trade-offs between key financial areas effective board meetings and bolster your understanding of board roles (e.g., rates, equity and capital credits). and relationships PREREQUISITES: It is suggested but not required An opportunity to connect with fellow directors from co-ops across the that participants first take Financial Decision country in the online Director Community Making (2640). On-site Online Various Locations Visit cooperative.com today for easy access to the information you need to govern your co-op successfully! 20 | Director Education Catalog BLC 901.1 Rules and Procedures 903.1 The Role of the Board for Effective Board Meetings Chair in Conducting Effective Meetings

This course provides an overview of what The board chair has the responsibility for directors need to know about parliamentary organizing the meeting, creating a productive procedure to become more effective participants atmosphere, allowing for the free exchange of in board meetings. Participants will understand opinion, presenting the issues to be resolved, the purpose and use of proper procedure in bringing the decisions to resolution, and moving business meetings and become familiar with the the cooperative forward. This course focuses basic structure and content of Robert’s Rules of on the skills necessary to run an effective Order. meeting, with group activities to practice GOVERNANCE handling common presiding problems. The Key topics: Addresses key material is presented in a practical framework in • How parliamentary procedure helps compliance with Robert’s Rules of Order. board functions and ensure effective, democratic meetings responsibilities such as • The essential rules of debate Key topics: • The key elements of agendas and minutes • Discussing and outlining the policy development, benchmarks for a successful meeting parliamentary procedure, • Procedures for voting, elections and secret ballots • Meeting preparation and succession planning, board agenda development self-appraisal and more. On-site Various Locations • Understanding the differences in learning styles and personalities = Recommended • Reviewing basic presiding skills

On-site Various Locations

21 905.1 Assessing Governance: Taking 906.1 Implementation 925.1 Co-op Bylaws: Guiding a Continuous Improvement Workshop: Governance Principles and Current Issues • Approach to Governing Your Co-op Assessment

Putting a governance assessment on your This course is designed to kick-off the The continuing evolution of the structure of the board’s to do list may be a good idea. Similar to governance assessment process at your co-op. electric industry in the U.S. has brought about a board performance evaluation, a governance Beginning with identification and prioritization increased scrutiny by consumers and regulators. assessment is a thoughtful and thorough review of your co-op’s governance practices, bylaws and As a result, many electric cooperatives are being of governance bylaws, policies, practices and policies, we move rapidly into discussions of challenged to make sure their bylaws adequately legal requirements. Doing this from time to the risks and benefits of your co-op’s approach address new situations including changing time can help ensure that your co-op is keeping to governance - all in the privacy of your own membership, “large load” exceptions to some up with evolving member preferences and boardroom. state territorial laws, diversified services, changes in the law. This course is designed to distributed generation and changes in some walk directors or boards through a governance Key topics: state or federal laws and regulations. This course assessment process. • Determining the best approach for a will assist directors, CEOs and agents of electric governance assessment at your cooperative cooperatives in undertaking a comprehensive Key topics: • Prioritizing governance topics to be discussed review of the co-op’s bylaws and highlight • Recognizing the purpose and value • Analyzing the benefits and risks of your the implications of these changes, issues and of a governance assessment. cooperative’s various governance practices challenges on future bylaw revisions. • Analyzing the benefits and risks of various • Designing action plans for implementing Key topics: governance practices using case studies change as appropriate and real world cooperative scenarios. • Overview of the role of bylaws • Strategizing ways to implement the On-site Online • Member issues and expectations • Director issues and expectations learning from the classroom to discussion Various Locations and action in the boardroom. • Issues impacting co-op operations as not-for-profit corporations On-site Online • Revising and amending bylaws Various Locations On-site Online Various Locations

22 | Director Education Catalog BLC 929.1 Current Governance 930.1 Ethics and Governance: 935.1 Appraising and Issues in Policy Implementing the New Compensating the CEO Development • Accountability •

Policies set the standard for board behavior. In this era of corporate accountability, boards The board is responsible for appraising and Attendees learn to view policies as proactive and management are expected—and in some compensating the chief executive officer. tools to establish a standard of board behavior cases required—to implement standards, Appraisal is the process of using agreed-upon required for governance in today’s electric programs and procedures addressing such measures to evaluate the CEO’s performance. cooperative boardroom. This course revisits issues as ethical behavior, document retention, Compensation is the process of developing a the fundamentals of governance and the whistle-blower protection, fraud risk assessment, salary range and approving a salary based on roles policies play in contributing to effective and financial transparency. This course explains the appraisal. This course focuses on helping governance. Participants take part in discussions the background of these issues and presents directors to fulfill these responsibilities to about current issues facing rural electric practical strategies to help electric cooperatives ensure a sound board-CEO relationship. cooperatives and how the governance function design and develop plans and programs that Key topics: contributes to the cooperative and adds value. address new governance expectations. As these issues are discussed and debated, a • Identifying the role of the board in Key topics: sample set of policies are used to show examples CEO appraisal and compensation of policies relevant to today’s governance issues. • Practical issues in creating, • Identifying goals for the chief executive implementing and enforcing a code officer in the strategic planning process Key topics: of ethics at your cooperative • Using tools for determining fair • Discussion of current issues facing • The board’s oversight role in risk and equitable compensation rural electric cooperative boards and assessment, document retention • Communicating with the CEO how policies are coming into play and whistle-blower protection during the appraisal process • A suggested standardized policy • Key governance documents and other tools structure and format that can be used at your cooperative On-site Online • A successful approach for reviewing Various Locations and updating your cooperative’s On-site Online governing policies Various Locations On-site Online Various Locations The opportunity for continued education has helped me to remain 98% of participants current in a rapidly changing industry." recommend BLC courses Robert Baker, CCD, BLC, DGC to fellow directors. Tipmont REMC, Ind. 23 941.2 The Gettysburg Leadership Experience (2.5 days)

For three tumultuous days in 1863, Gettysburg was the backdrop for one of the Civil War’s most dynamic encounters. Decisions made, opportunities missed, passions sparked and conversations avoided changed the course of our country. Today, this historically sacred setting is the site of a powerful, soles-on-the-ground program designed specifically for electric cooperative directors that looks to those leaders, lessons and legacy with a clear, contemporary purpose: to set the stage for you to prepare for your greatest challenges. Designed for relevance and directed by seasoned guides and instructors, this program takes experiential learning to a higher level. This multiday course examines the leadership styles, decisions and principles displayed by military leaders before, during and after the battle. Through classroom discussion, video illustrations and visits to the Gettysburg battlefield, participants will learn how to apply these timeless leadership lessons to current organizational situations and challenges. Key topics: • Anticipatory leadership • Change leadership • Transactional and transformational leadership • Difficult leadership conversations This event is held in Gettysburg, Penn.

24 | Director Education Catalog BLC 951.1 Developing Effective 953.1 Improving Board 955.1 Your Board’s Culture: Boardroom Decision Making Decision Making Quality Its Impact on Effectiveness

The primary purpose of a board of directors Boards exist to make decisions on behalf of Directors have official responsibilities but they is to make decisions. In today’s complex the members. At a time when cooperative also tend to conform to the unique culture of energy industry, effective boardroom decision governance is under scrutiny, boards are looking their boardroom. Some cultures can promote making is a must. Directors need the tools to for ways to demonstrate that their decisions are board effectiveness, but others lead to conflict, assess today’s challenges and to determine the grounded in fair process and with appropriate complacency or similar counterproductive best choice for the long-term interests of the objectivity and due diligence. Recognizing, behaviors. This course explains the concept of cooperative’s membership. This course provides and avoiding, the common pitfalls of decision- boardroom culture through an examination directors with the techniques and skills needed making can increase the likelihood of the board of real board case studies and discusses why to listen, identify issues, engage in constructive making a good decision while decreasing the directors should understand and monitor their discussions and resolve conflicts so that the risks of making bad ones. This course delves own boardroom cultures. board can reach satisfactory solutions. into the hurdles, traps and minefields that Key topics: can negatively impact boardroom decision- Key topics: making and provides strategies for how to • How boardroom cultures develop and how • Problem identification and the counterbalance them. they impact the board’s effectiveness decision-making process Key topics: • Case studies in boardroom conflict and • Managing conflict toward a boardroom complacency and what productive outcome • Increasing the likelihood of good decisions directors can do to limit threats and • Evaluating recommended • Recognizing decision-making roadblocks risks of a counterproductive culture solutions and decisions • Applying strategies and tactics to • How boards deal with risk and • Recognizing the importance of full mitigate decision-making roadblocks other unintended consequences participation in board decisions On-site Online On-site Online On-site Online Various Locations Various Locations Various Locations

25 957.1 How to Evaluate and Improve 958.1 Succession Planning: 971.1 Governance Challenges of Board Performance Developing the Purpose- the Evolving Distribution Driven Organization Cooperative

All effective organizations, corporations and Board, CEO and staff succession planning are The distribution cooperative marketplace institutions have at least one thing in common: essential to ensuring tomorrow’s purpose- is changing faster today than at any time they implement a formal process to evaluate driven organization. Personnel change is since our foundational period. Distribution their performance to find areas where they inevitable in every organization. Often, such cooperatives’ relationship with their members can improve. Increasingly, corporate boards change can be challenging, especially when are transforming due to changing member are following suit. The board of directors is vacancies occur in leadership positions. This preferences, new business models, new the globally recognized system for directing course focuses on the board’s responsibility technologies and third-party applications. This the affairs of a company or corporation and for and role in ensuring that the cooperative has course focuses on how these changes call for ensuring its long-term health. a succession plan in place for the CEO and its different ways of thinking, data collection and Designed for cooperatives and public power overall leadership. Also discussed is the board’s analysis at the board level if boards are to fulfill district boards, this course will show them how role in ensuring that the CEO has a process in their oversight responsibilities and strategic to evaluate their own processes, including how place to ensure ongoing development of the vision. they communicate with and appraise the chief organization’s workforce potential and a plan to Key topics: ensure leadership continuity and quality. executive; how they educate new directors; • Recognize the drivers of the changing how they conduct strategic planning; how they Key topics: industry landscape writ large. govern themselves through the policy making • Succession planning and development process; and how they ensure they meet the • How the evolving energy landscape long-term needs of the membership. • The board’s fiduciary responsibility for impacts governance and the way a assuring a qualified and capable workforce board performs its oversight function. Key topics: • Competencies expected in today’s • Scenario planning on where the co-op • Defining board assessment executive leadership positions would like to see themselves in 5-7 years • Designing the process • Changes in CEO leadership • Identify specific data necessary to inform • Identifying what to assess a recommended course of action. On-site Online • Resolving the priority issues Various Locations On-site Online • Outlining the role of the chair, CEO, Various Locations attorney and other participants

On-site Online Various Locations

26 | Director Education Catalog BLC 918.1 Maximizing Your Grassroots Strategy •

Effective political engagement at all levels of government requires significant planning and is vital to empowering member-owners to protect and advance the interests of their cooperative. The power of distribution cooperatives to influence policymakers is vital to their continued success. This course GRASSROOTS helps directors connect the dots between what they as individuals can do on behalf of their Builds understanding cooperative, while maximizing relationships of the connection with their statewide and with NRECA to make between organizing sure the co-op voice is heard on Capitol Hill and in the regulatory agencies. at the local level and Key topics: working in concert with • Strategies for engaging consumer- other organizations and members in grassroots advocacy on NRECA to powerfully behalf of the their cooperative represent the electric • Infusing grassroots into the co-op industry. co-op’s strategic plan • Communicating with identified advocates and champions among the co-op’s member base • Creating a political game plan

On-site Various Locations

27 961.1 The Evolution of Electric 964.1 Communicating the New Cooperative Power Supply Energy Landscape

Electric co-op boards face a rapidly evolving The emergence of Distributed Energy Resources energy landscape where power supply decisions (DER) technologies is giving consumers more are more complex, involve greater risks and choices than ever before. Electric cooperatives have greater cost consequences for members are well positioned as consumer-owned than ever before. The low price of natural gas, organizations to be their member’s “trusted the combination of state renewable portfolio partner” in navigating the opportunities, requirements, the falling prices of wind and risks and benefits of solar and other emerging solar and environmental regulations are leading technologies. This course discusses the top DER POWER a fundamental shift in the U.S. electricity technologies, policy issues and questions that generation portfolio. This shift has significant co-ops must be prepared to discuss with their SUPPLY implications for electricity suppliers and for members. consumers. This course focuses on strategies Key topics: Examines the mix of boards can pursue in the face of this uncertainty power supply resources, including understanding what members • Discussing changes in the market want, working closely with power suppliers, structure of the electric energy industry new energy technologies communicating with members and being their • Anticipating member questions and evolving regulations trusted energy advisor. • Integrating DER with the cooperative’s strategic plan that are shaping the Key topics: electric industry's future. • Brief History on “How We Got Here” • Examining key questions in the boardroom about DER • Regulation PREREQUISITES: It is suggested but not required • Transmission/Markets that participants first take The Evolution of Electric • The Electric Cooperative Today Cooperative Power Supply (961.1).

On-site Online On-site Online Various Locations Various Locations

28 | Director Education Catalog BLC 921.1 Risk Oversight: The Board’s Role in Risk Management

Electric co-op boards are operating in what may be one of the most challenging business As a director of an electric co- environments any generation of directors has op, it is my responsibility to ever known. The array of risks ranges from learn as much as I can about financial, regulatory, cyber and economic the business...If I am not... to technology and changing member RISK continuing my education, I am demographics. This course is designed to not meeting the responsibilities provide directors with the principles and tools that the co-op members gave MANAGEMENT to improve their processes for overseeing the me when I was elected." Focuses on the board's cooperative’s risk management activities. Using co-op examples and real world case studies, this John Mitchell, CCD, BLC, DGC risk oversight role and interactive course discusses the unique role of Jackson EMC, Ga. establishing policies board and management to identify, manage and and procedures that mitigate risk with processes that are appropriate address various types to the characteristics of individual cooperatives. of risks affecting Key topics: • Defining the cooperative’s risk drivers co-ops today, from and risk appetite reputational and financial • Reviewing the purpose of a to natural disasters and communications policy cyberattacks. • Distinguishing the board’s role from management’s role in risk management • Aligning strategy, risks and controls • Working with management to identify the risk information the board needs • Assessing the cooperative’s risk management process

On-site Online Various Locations 29 963.1 Strategic Technologies Top 4 Reasons and Their Impact on to Invest in the Cooperative Ongoing This course focuses on the importance of technology planning by examining today’s Education emerging technologies using four questions: What will the technology do for the The energy industry is changing. membership? What will it do for the business 1 You need to keep up with, and stay ahead of the cooperative? Is it cost effective? How well of, these changes in order to serve your members and community effectively. will it integrate with existing systems? This course explores a wide variety of technologies; Co-op directors need core skills, the role of management versus the board in 2 knowledge and abilities technology planning and strategies to get the to effectively govern their co-op and TECHNOLOGY most out of technology investments. successfully fulfill their fiduciary duties. Key topics: 3 Tap into the power Explores the board's • Strategic technology issues of the network. role in reviewing By building and nurturing professional • The new technology landscape relationships from across the country at and authorizing new • Technology in the modern cooperative face-to-face events, directors create a valuable support network that lives beyond technologies. • The board’s role in planning for technology the classroom. • Gaining the most from a Education is the fifth technology investment 4 Cooperative Principle. • Technologies and the strategic plan Education, Training and Information On-site Online Cooperatives provide education and Various Locations training for their members, elected representatives, managers and employees so that they can contribute effectively to the development of their cooperatives. They inform the general public, particularly young people and opinion leaders, about the nature and benefits of cooperatives.

30 | Director Education Catalog REQUIREMENTS: To earn the initial Director Gold credential, a director must meet the following criteria: • Hold the CCD and BLC credentials. • Earn three additional credits from the BLC series of courses. For the initial Director Gold credential, only BLC courses will be accepted. Once you are eligible, you must “opt in” to the Director Gold program before a certificate will be DIRECTOR issued to you. Please see opt in form on cooperative.com/directorgold. MAINTAINING DIRECTOR GOLD STATUS: GOLD Directors must earn three credits from the NRECA Approved List of Continuing Education Programs within a two-year period from the time their last Director Gold credential was awarded. A minimum CREDENTIAL of two credits must be earned from BLC courses. The Director Gold NRECA Approved List of Continuing Education Programs: credential recognizes • Any NRECA Board Leadership Certificate Course directors committed • NRECA Directors Conference to continuing their (provides 1 credit) education beyond the • CFC Forum (provides 1 credit) CCD and BLC. Director • CoBank Energy Directors Conference (provides 1 credit) Gold demonstrates a • Mid America Cooperative Council (MACC) Board tangible commitment Chair Roundtable (provides 1 credit) to advancing their • FCC Services Excellence in Board knowledge and Leadership (provides 1 credit) executing their board The list of programs eligible for credit may responsibilities be amended from time to time at NRECA’s to the best of discretion. Visit cooperative.com/directorgold for their ability. the latest approved list of continuing education programs.

To check your course status or to opt in to the Director Gold program, contact Angie Hylton at [email protected] or 703-907-5656. 31 Director Education Conferences & Meetings

Directors Conference NRECA PowerXchange The Directors Conference offers directors a chance to share ideas, questions Redesigned as a vibrant hub of engagement and discovery, NRECA’s newly and concerns with other co-op leaders and to discuss strategies to combat big envisioned annual meeting empowers you to tap into the collective wisdom of our issues, such as rising costs, power supply challenges and workforce shortages. community and connect in more meaningful and collaborative ways. PowerXchange Attendees also get industry experts’ latest and best thinking on the solutions is about what’s impacting costs and efficiency now. It’s about cultivating forward- to keep co-ops successful. Pre-conference courses, general sessions and thinking strategy with sessions centered around future issues. And, most breakout sessions are designed to help build leadership skills and strengthen importantly, it’s about exchanging ideas, improving upon them, and finding effectiveness on the board. innovative solutions to your day-to-day challenges. Various Locations The business meeting, where voting delegates review, discuss and vote on resolutions that guide the association’s advocacy efforts, remains a critical part of this event. PowerXchange also features NRECA’s Next Generation Leaders Summer and Winter Schools for Directors Experience—a program designed to help develop emerging co-op leaders—and the Electric co-ops and their boards now operate in an increasingly complex TechAdvantage® Expo which features the latest tools, technologies and services utility marketplace. Boards are challenged to address multiple large-scale available from over 300 vendors. issues including flat or declining revenue, changing member expectations and Learning Objectives Who Should Participate heightened scrutiny of co-op governance practices. To help ensure that board • Gain an understanding of current • Voting delegates, co-op CEOs/ leaders develop the knowledge and skills required to meet these challenges issues and opportunities facing general managers, co-op successfully, NRECA offers the Winter School and Summer School programs. the energy sector from renowned directors and senior staff These six-day programs offer co-op directors: experts and industry leaders Competencies Addressed • The essential knowledge and skills necessary to succeed on the board • Collaborate and build relationships Core Competencies • All required courses to earn the Credentialed with member cooperatives • Business Acumen Cooperative Director (CCD) certificate across the country Supervisory, Management & Leadership • The opportunity to advance beyond the CCD level • Increase awareness of current Competencies toward the Board Leadership Certificate (BLC) industry trends, technologies, • Governance and Strategy • Earn continuing education credits that can be applied tools and services in the toward maintaining their Director Gold credential. TechAdvantage Expo • External Leadership Various Locations Various Locations

32 | Director Education Catalog NRECA Regional Meetings The NRECA Regional Meetings bring together co-op directors to network and learn about the electric cooperative network. The meetings include the following: general sessions, the business meeting, the ACRE® breakfast, a CEO breakfast, recognition for those who have earned their BLC, CCD, or Director Gold credentials in the last year and more. Director education courses are offered before each Regional Meeting. Various Locations Legislative Conference Every year, NRECA welcomes nearly 2,000 co-op grassroots advocates to Washington for the annual Legislative Conference. Directors, managers and employees of member-owned electric cooperatives come from across America to spend time on Capitol Hill talking to their congressional delegations about legislative issues affecting electric cooperatives and their member- owners. This event takes place in Washington, D.C. New Director Orientation Co-sponsored by NRECA, CFC, NRTC , and In addition to the Federated, the New Director Orientation is a two and one-half day program is designed to familiarize new certificate programs, directors and trustees of electric cooperatives with their national associations and resources available NRECA also provides several to support them and their systems. Interactive must-attend events for directors. sessions will provide an in-depth focus on key electric industry issues and the challenges that new Visit cooperative.com/learning for the directors face. latest dates and locations for NRECA/CFC Headquarters each event listed. 33 Alphabetical Listing of Programs

A E N Appraising and Equity Management and Boardroom New Director Orientation 33 Compensating the CEO (935.1) 23 Decision Making (977.1) 20 NRECA PowerXchange & Expo Assessing Governance: Taking a Ethics and Governance: Implementing (formerly Annual Meeting) 32 Continuous Improvement Approach the New Accountability (930.1) 23 to Governing Your Co-op (905.1) 22 Evolution of Electric Cooperative R Power Supply (961.1) 28 Rate Making Strategies and Policy Decisions B for Electric Cooperative Boards (974.1) 19 Board Operations and Process (2620) 10 F Regional Meetings 33 Financial Decision Making (2640) 11 C Risk Oversight: The Board’s Role in Risk Management (921.1) 29 Capital Credits Issues and Decisions (975.1) 19 G Role of the Board Chair in Conducting Communicating the Gettysburg Leadership Experience (941.2) 24 Effective Meetings (903.1) 21 New Energy Landscape (964.1) 28 Giving and Receiving Rules and Procedures for Effective Conversation Skills Outside Effective Feedback (944.1) 15 Board Meetings (901.1) 21 the Boardroom (943.1) 14 Governance Challenges of the Evolving Co-op Bylaws: Guiding Principles & Distribution Cooperative (971.1) 26 S Current Issues (925.1) 22 Strategic Planning (2630) 11 H Cooperative Communications and Public Opinion: Strategic Technologies and Their Impact The Director’s Perspective (914.1) 14 How to Evaluate and Improve on the Cooperative (963.1) 30 Board Performance (957.1) 26 Cooperative Fundamentals, Legacy Succession Planning: Developing the and Economic Impact (913.1) 17 I Purpose-Driven Organization (958.1) 26 Cooperative Structure: Implementation Workshop: Summer and Winter Schools for Directors 32 A Strategic Advantage (919.1) 17 Governance Assessment (906.1) 22 Crucial Conversations in U Improving Board Decision Making Quality (953.1) 25 the Boardroom (956.1) 15 Understanding the Electric Business (2610) 10 Current Governance Issues L in Policy Development (929.1) 23 Y Legislative Conference 33 Your Board’s Culture: Its Impact D M on Effectiveness (955.1) 25 Developing Effective Boardroom Maximizing Your Grassroots Strategy (918.1) 27 Decision-Making (951.1) 25 Director Duties and Liabilities (2600) 10 Directors Conference 32 Information about Director Courses & Conferences Contact Pat Mangan [email protected] @NRECANews 703-907-5626

NRECA To schedule training at your co-op, G&T or statewide: Brianne McIntyre NRECA [email protected] 703-907-5619 NRECANews Coco Hemenway [email protected] 571-319-7397

DIRECTOR EDUCATION PROGRAM INFORMATION Need to know what courses you’ve taken? cooperative.com/directors Visit cooperative.com/courserecord or contact: Angie Hylton [email protected] GENERAL NRECA EDUCATION 703-907-5656 PROGRAM INFORMATION cooperative.com/learning 4301 Wilson Boulevard Arlington, VA 22203