SEC members slap trustees with a ‘lighter hand’
A group of member-owners of the Socorro Electric Cooperative met last week to discuss how to proceed in its dispute with the SEC’s board of trustees and attorney.
The meeting was planned to consider organizing a recall of the trustees who are resisting implementing three new bylaws overwhelmingly passed by member-owners at April’s annual meeting.
Most of those in attendance were upset by what they view to be the board’s brazen disregard for the wishes of member-owners, who passed nearly a dozen reform-related resolutions on April 17.
“People are made as hell,” Charlene West declared during a meeting of the SEC Reform Committee, of which she is chairwoman. “We need to discuss what we can do and where do we go from here?”
The group ultimately decided to proceed by forming a committee to organize a petition drive to call for a special meeting. In addition, it was agreed they would contact an attorney to draft revisions of the three new bylaws with more specific language. The idea is for the revised resolutions to be adopted as bylaws at the special meeting.
Behind the advice of SEC attorney Dennis Francish, the board of trustees voted at its May 26 meeting to challenge the validity of the bylaws — all of which address increased transparency — with a declaratory judgment requesting injunctive relief.
The bylaws in question:
• Call for the board to voluntarily follow the Open Meetings Act and Inspection of Public Records Act
• Open SEC books, records and audits except those that would violate the Privacy Act
• Allow member-owners and the press to attend board meetings and that time be allotted for public comment
The attorney told the board he could make a case against the three new bylaws on the grounds that they are unworkable, unreasonable and illegal.
Although Francish has maintained his role as attorney is to represent the SEC — a public non-profit corporation — the consensus among those assembled Wednesday, June 2, at the Socorro Public Library was that he worked on behalf of the board of trustees, which hired him last December.
Several people argued that Francish clearly didn’t work for the members’ interests. They noted his apparent willingness to lead a court battle against resolutions member-owners resoundingly approved. They also cited recent remarks Francish made about member-owners having no business attending board meetings and calling those that do “wannabes.”
Others suggested that the attorney has a selfish interest in the conflict between member-owners and the board of trustees.
“This situation, as I see it, is they have a lawyer they’re paying — we’re paying — who’s telling them what to do,” said Rick Codington. of Socorro. “The best thing that will happen to him is he’ll start billing hours that you pay.”
“He’s actively working against us,” said another man, who wondered aloud whether a judicial review committee could look into Francish’s actions.
Francish told El Defensor Chieftain following the meeting the board voted to challenge the new bylaws that he may not get around to filing the papers for a declaratory judgment until sometime in July.
Some at last week’s meeting questioned whether he’d file at all.
District 5 trustee Charlie Wagner, of Magdalena, has waged an uphill battle against his fellow trustees as a leader in the reform movement.
Wagner said the attorney is bluffing by threatening to take the matter to court, just as he claimed Francish was bluffing when he told the membership at the annual meeting that the newly passed bylaws wouldn’t go into effect until the minutes of the meeting were approved.
The attorney later retracted, acknowledging that they went into effect immediately upon approval.
Wagner called Francish’s response to a letter from the League of United Latin American Citizens — that suggests Wagner may be guilty of racial discrimination — another bluff and an effort to paint him as a bigot. He said long-standing members of the board have formed a “cartel” that keeps control of the Co-op.
Wagner reported that other attorneys are already on the case, looking into filing suit against the SEC for failing to implement the newly passed bylaws.
Regarding the bylaw that calls for the SEC board to follow the Open Meetings Act, Wagner said, “They’re in violation of that already.”
Because the board hasn’t followed the bylaw, Wagner said action taken at the three board meetings held since April 17 is void.
In addition, Wagner said attorneys have also been looking into filing a class action suit against the SEC for alleged misdeeds that have occurred prior to the annual meeting.
While lawsuits remain an option, several people advocated for taking a less aggressive approach in the members’ battle against the board of trustees.
Upon suggestion that the board’s vote to censure Wagner for allegedly making racially discriminating remarks against Hispanics was an effort to divide the town, Kathryn Albrecht of San Antonio, N.M., said, “We want to be smarter than that and work with a lighter hand.”
Doug May, of Socorro, a retired minister, urged people to refrain from name calling.
“What we need to do is create something that creates harmony,” he said.
May said writing a revision to the bylaw calling for open meetings could be easily accomplished, as only a few changes would need to be made to the law that applies to subdivisions of government but not rural electric cooperatives.
Thaddeus Bejnar, of Socorro, said the group needed to work for change that was long-lasting.
“You need to establish procedures that in the long term will continue to work,” he said. “We can’t do things in the short term. We need to create a Co-op in which this won’t happen anymore.”
Bejnar, a member of the state bar but not a practicing attorney, said members needed to keep their emotions in check.
“You shouldn’t be looking for revenge,” he told the group. “You need to keep your eye on the prize.”
Bejnar advised against an effort to recall trustees. He said it would have to be shown that trustees acted with malfeasance, and the fact that they were following the advice of the attorney protected them from that.
A better approach, Bejnar said, would be to call for a special meeting.
Reading from the New Mexico Rural Electric Cooperative Act, Bejnar said a special meeting would have to be held within 45 days of submission of a members’ petition. The petition would require the signatures of 10 percent of the membership, or roughly 1,000 names.
The other advantage to this approach, Bejnar said, was that it would succumb the trustees to state statute.
“This time, they’ll have the Attorney General watching,” he said.
Bejnar said the revised bylaws needed to be precise and specific.
“Most important is they’ll be written by a lawyer,” he said.
While petitioning for a special meeting seemed like a good approach to most of those who were present, it was pointed out that to do so would be no easy task.
Charlene Wagner, Charlie Wagner’s wife, noted that it took a year for the group to get roughly 800 names with a previous petition effort.
“It’s not easy,” she warned.
But, convinced that they are in the right and that public opinion is in their favor, others felt an organized effort would succeed.
“People are upset about what the board is doing,” one woman said. “We need to act now.”
At one point in the meeting it was noted that members have failed to act in years past, and that’s why things like redistricting for more equitable representation hasn’t occurred in decades.
For the effort to create change to be successful, member-owner Doug Scott said members needed to make a cohesive, coordinated effort.
“We should be focusing on a goal — an approach and strategy. We have to be organized and make effective use of our economy,” he said.
Contact T.S. Last