SEC members vote for reform
Democracy was on display Saturday night (April 17) as member-owners of Socorro Electric Cooperative overwhelming passed all 11 member-sponsored resolutions at its annual meeting at Finley Gym in Socorro.
“We did it, and it’s the people that did it,” said Charlene West, chairman of the SEC Reform Committee that pushed for a series of reform measures that dramatically impact the board of trustees, which oversees management of the rural electric utility. “This was democracy at its finest.”
Member-sponsored proposals prevailed over all of the alternative resolutions offered by the SEC’s trustees.
Two of the most notable changes are reducing the size of the board from 11 to five, and limiting the amount of compensation a trustee can earn in a single year to $10,000 and $15,000 for the board president.
The 11 board members received more than $492,000 in compensation in 2009, an average of $44,000 per trustee.
The compensation includes fees, travel and hotel expenses, per diem, and health and life insurance.
Member-owners also passed resolutions to reduce the number of monthly board meetings from two to one and to mandate that the board “voluntarily abide” by the Open Meetings Act and Inspection of Public Records Act.
“I’m so glad that the people came out and voted for what is right and what is just,” said West. “This sends a strong message to the board that they don’t run the co-op, the members do.”
When voting concluded about 9:30 p.m., SEC attorney Dennis Francish told the audience, “You had your democracy in action.”
Francish, who had a hand in crafting the defeated board-sponsored resolutions, was appointed to administer the voting by reading the resolutions when SEC President Paul Bustamante was reportedly called away from the meeting to attend to a family matter.
In Bustamante’s absence, trustee Donald Wolberg, who has emerged as the board’s spokesman in recent weeks, commented on the night’s events.
“People came here to speak and they did. I hoped we’d have 10,000 people here, but this is great,” he said. “To the credit of the board, they were right out front and put everything out there for everybody.”
Quorum was not an issue this year. A total of 612 member-owners registered — double the amount required for a quorum — in fact, the meeting was delayed about 20 minutes to allow those who were standing in line to sign up to vote.
Although a quorum was achieved last year, the meeting was canceled when it was determined that people had left the gym and a quorum no longer existed. The last time an annual meeting sustained a quorum was in 2004, when 521 members registered.
For a few anxious minutes, it appeared uncertain that this year’s meeting might not take place.
Mario Amaro, battalion chief with the Socorro Fire Department, announced that the fire code restricted the capacity of Finley Gym to 720 people, and it appeared to him that there were well more than that in attendance. All non-voters were asked to leave the building and when they did, the meeting was allowed to go on about 40 minutes after its scheduled 7 p.m. start.
Shouted Down
Bustamante received a round of applause when he announced they would dispense with unessential agenda items and move right into the voting.
The meeting got off to a turbulent start when District 5 trustee Charlie Wagner, an antagonist to his fellow trustees as a reform proponent, made a motion to consolidate the process by voting on all of the member-sponsored resolutions first and all at once.
Bustamante said he would not allow that, and when Wagner carried on his argument Francish took over the microphone from the SEC president.
“You’re not running the meeting, Charlie. Please sit down,” Francish exclaimed.
Wagner persisted to a chorus of boos from some sections of the audience. That’s when Lorraine Woodard, of Socorro, marched down from her seat in the grandstand to tell Wagner what she thought.
“This is a members meeting. It’s not about you anymore,” she scolded. “Please sit down and let us get to business.”
That didn’t quite stop Wagner, who continued with another argument that the member-sponsored resolutions should be subject to a “yes” or “no” vote. He eventually gave in to the wishes of Woodard and those shared by several catcallers.
“Let’s get on with the voting and see what happens,” Wagner relented.
Get On With the Vote
After passing by voice-vote two minor changes that clean up wording to the bylaws, the anticipation reached a climax when voting on the resolution to reduce the number of trustees from 11 to five came up.
The board offered three additional options: keeping it at 11, reducing the number to seven or reducing the number to nine.
Before the vote, Doug May, of Socorro, called for a point of order and, citing the bylaws, picked up Wagner’s argument about the “yes” or “no” vote.
“It’s not a multiple choice test,” yelled someone from the back of the gym who concurred with May.
But Francish rebutted with his own citation of the bylaw.
“The gentlemen who had the point of order didn’t read everything and didn’t give all the information,” he said before calling for the vote to go on.
Unlike past years, when voting machines were used, the voting was conducted by a show of hands. The gym was divided into nine sections and a team of judges tallied the votes aided by the use of clickers, and counted one row at a time. They reported their results at a table where the final vote count was tabulated.
There were some initial missteps — at least one section had to be counted four times — but for the most part the process appeared to work well and the judges became more efficient as the voting went along.
A Clean Sweep
Finally, Francish announced the results. Option A, to keep the number of trustees at 11 rendered 124 votes. When he revealed that Option B, the member-sponsored proposal for five trustees, earned 388 votes, cheers rang out through the arena.
Francish finished by reporting that there were 19 votes for seven trustees and four votes in favor of nine trustees.
The next resolution to be voted on was for or against limiting trustees to serving no more than two consecutive four-year terms. There were a total of 411 votes in favor of term limits and 117 votes for no change to the bylaws, rendering reformists another clear victory.
By then, some people began to leave the gym, as it appeared evident the reform measures would all be passed.
The resolution to limit trustee compensation to $10,000 per year received a clear majority of 392 votes in favor. From that point on, all the member-sponsored resolutions were approved by acclamation.
Aligning with the previously passed resolution for a board made up of five trustees, the members voted to divide the SEC’s service area into five voting districts of equal member population.
The others included:
• One regular meeting of the board of trustees will be held each month, as opposed to two
• Board meetings shall be open to members and the press with timely notice advertised in monthly bill mailings and local newspapers. In addition, a portion of the meeting will allow for public comment.
• The SEC will voluntarily abide by the Open Meetings Act and inspection of Public Records Act.
• The SEC will account for and notify members of their patronage capital on an annual basis.
• No co-op donations will be awarded to adult or civic organizations.
• Adequate arrangements will be made to assure fair elections, which include voting by mail and election administration by a third party accounting firm.
• The SEC will guarantee transparency of actions with open access to books, records, audits for proper noncommercial purpose, with the exception of those records which would violate the Privacy Act.
Special meeting is not necessary
Resolutions passed at the Socorro Electric Cooperative‘s annual meeting of member-owners went into effect immediately, contrary to what people were told at Saturday night’s (April 17) meeting.
SEC attorney Dennis Francish erred when he told the assembly of more than 600 registered members that the resolutions wouldn’t go into effect until the minutes of the meeting were approved at next year’s annual meeting.
The statement prompted member-owner Richard Esptein of Lemitar to make a motion from the floor, which was seconded and approved by acclamation, that a special meeting be held in June for the purpose of approving the minutes. But that meeting is no longer necessary after it was determined that Robert’s Rules of Order — the guidelines under which the meeting was conducted — dictates that amendments passed during the meeting go into effect immediately.
Francish did not return phone messages left at his Albuquerque office on Tuesday. But SEC General Manager Polo Pineda was able to confirm an e-mail Francish sent late Monday afternoon admitting to the mistake.
“Robert’s Rules of Order, Page 578, state the Bylaw Amendments (adopted by the members on 4-17-2010) take effect immediately,” he wrote. “There is no need for a special members meeting to approve the minutes.”
In closing, Francish wrote “Mea Culpa,” a Latin phrase meaning “my fault.”
Francish’s statement, made while the resolutions were being voted on, riled up some member-owners, who perceived it as a maneuver to delay the implementation of almost a dozen reform-related resolutions that will radically change the structure of the co-op at the top end and dramatically reduce expenses.
One of the resolutions that passed reduces the size of the board of trustees from 11 to five and another limits the amount compensation to $10,000 per trustee, and $15,000 for the board president, annually. That would mean compensation paid to trustees would be no more than $55,000 per year. In 2009, the board of trustees members were compensated more than $492,000.
Pineda said Francish was correct in saying reducing the size of the board would be done by attrition, but that raises even more questions. The next district elections don’t come up until 2012 when the terms of seven trustees expire, which would leave four members on the board — three of them from Socorro — who would still have one year left on their terms. Realigning districts, another proposition that passed, could also factor into the equation.
“There’s a lot of questions that need to be answered,” Pineda said.
Questions also remain concerning the other propositions that passed.
District 3 trustee Donald Wolberg said on Saturday night after all 11 member-sponsored propositions were approved that there may be problems with some of them.
“We’re going to have to check some things out,” he said. “We’re not able to enact anything that’s not legal.”
The board took it upon itself to indicate on the notice of the meeting that if the member-sponsored resolution calling for the co-op to voluntarily agree to abide by the Open Meetings Act and Inspection of Public Records Act were approved, “the SEC would be in violation of the law.”
During last month’s informational meeting at which the proposed resolutions were discussed, Wolberg said that the proposal to allow elections to be conducted by mail was problematic because state law doesn’t allow mail-in voting at the district level.
Wolberg, who has emerged as spokesperson for the board in recent weeks, went on to say that once the resolution to reduce the board to five members goes into effect it may become problematic.
“It’s interesting that they (member-owners) went with five trustees when most co-ops operate with boards of 11,” Wolberg said, pointing out that the SEC has 11 committees to address such matters as safety, legislation, policy, marketing and the bylaws.
Wolberg also noted that there are four officers for a board that will become five members.
In addition, Wolberg said the resolution to cap trustees’ expenses at $10,000 per year, and $15,000 for the board president, could mean that trustees would be unable to attend some important out-of-state training sessions and conferences.
Wolberg said the board has the “best intentions” for making the resolutions work, but it may take some massaging.
“Everything has to form, shape, go through the filters of what’s legal, practical and responsible,” he said.
And it’ll take a lot of thought.
“Now that we’ve done this, how do we implement it?” he asked. “That’s probably a bigger question than what was done here. All of this will be an intellectual challenge.”
Contact T.S. Last