Attorney says he has ‘big problem’ with open meetings

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The Socorro Electric Coop-erative attorney said that two resolutions passed by member-owners at the April 17 annual meeting simply won’t work.
At a special meeting of the board of trustees last Friday, SEC attorney Dennis Francish said that because the rural electric cooperative is a privately held corporation, resolutions to keep board meetings open to the public and press, and to voluntarily abide by the Open Meetings Act can’t be applied.

When asked to comment on each of the 11 resolutions — all originally proposed by members — that were overwhelmingly passed at the annual meeting, Francish said he was fine with all but two.
“That one, I got a big problem with,” he said when it came to the resolution that stated board meetings would be open to members and the press, and would be advertised ahead of time. “Members don’t belong here.”
Francish said member-owners “overstepped their authority” by passing the resolution. Since cooperatives are private corporations — and not a public entity (like a city council, county commission or school board) — board meetings should be held in private, he argued.
Francish said allowing members to sit in was “not how you hold a board meeting” and was “contrary to the best interest of the company.”
Trustee Charlie Wagner challenged the attorney and warned that the SEC could end up in court if members were to bring a lawsuit against the board for failing to follow the new bylaws. But Francish did not back down.
“This may ultimately end up there,” he said, adding that there was already case law on the books that supported his view.
The meeting was briefly disrupted on a few occasions by some of the 18 member-owners who attended the meeting. Some of them verbally reacted to statements made by members of the board or the attorney. Several urged the board to get on with the meeting when it appeared the trustees were too busy bickering.
At one point, trustee Milton Ulibarri became upset when he heard someone in the audience call Wolberg a name. He later complained that he could not hear the discussion at the table over chattering from the audience.
When Francish got around to the resolution that the board “voluntarily agrees to abide by the Open Meetings Act and Inspection of Public Records Act,” the attorney flatly stated, “That’s out. That’s ridiculous.”
Asked why by trustee Donald Wolberg, Francish used the same argument that co-ops are private corporations. He said OMA and IPRA were meant for government entities, not private, non-profit corporations like the co-op.
Again, Francish intimated that legal ramifications could result from adopting the resolution.
“It’s part of the bylaws until you take it to court,” he said, adding that having it in the bylaws would harm the co-op instead of help it. “It’s not only bad, you can’t implement it.”
Francish said he had no problem with most all of the other resolutions, although he said the resolution to allow mail-in voting for SEC elections was limited. While mail-in voting could be employed for the annual meeting, he said state law prohibits that method of voting at the district level.
The attorney also expressed his dislike of the resolution that limited trustees to serving no more than two consecutive four-year terms. He said by the time newly elected trustees get the education they need and earn the credentials required of them, their terms come to an end and the SEC loses the benefit of their expertise.
Francish also issued an opinion regarding how the co-op can go about implementing a reduction in board members from 11 to five (see accompanying story).