Co-op reform groups discuss strategy
While some members of the group working to reform Socorro Electric Cooperative are ready to head straight to court, others are looking for a shortcut to get the SEC’s board of trustees to abide by newly adopted bylaws.
“There may be a shorter way to the same place,” Thaddeus Bejnar said during a meeting of the SEC Reform Committee on June 16.
Bejnar recommended the group work through legislative and procedural means to get the board to go along with bylaws overwhelmingly approved by member-owners at the April 17 annual meeting.
The board of trustees voted at its May 26 meeting to challenge the validity of the bylaws by filing for a declaratory judgment requesting injunctive relief.
The bylaws in dispute:
• Call for the board to voluntarily follow the Open Meeting Act and Inspection of Public Records Act.
• Open SEC books, records and audits, except those that would violate the Privacy Act.
• All member-owners and the press to attend board meetings and that there be time allotted at each meeting for public comment.
The suggestion to contest the bylaws came from SEC attorney Dennis Francish, who said he could make a legal argument that the new bylaws were unworkable, unreasonable and illegal.
Bejnar, a former New Mexico Supreme Court Law Librarian, said the attorney is right that some aspects of the new bylaws don’t conform with state statute. But Bejnar said his research found “plenty” of non-profit organizations that have adopted the principals of the Open Meetings Act by writing them into the bylaws.
Bejnar suggested that the bylaws be rewritten with specific language to make them legally watertight. They could then be reviewed by an attorney specializing in corporate law and final drafts could be presented to the board.
“This approach avoids litigation and creates a co-op that will work in the future. They have to be written so members stay in control,” he said.
If the board still doesn’t agree to accept the bylaws as revised, they could still be adopted by members at a special meeting.
According to the co-op’s bylaws, a special meeting can be called by the board president, a vote of the majority of the board, a written request signed by any three trustees, or by petition signed by 10 percent of the total membership, roughly 1,000 names.
Charlene West, chairwoman of the reform group, favored the approach.
“That’s the only way I can see doing it, unless you want to sit through court,” she said.
While reformists were united in getting 10 member-sponsored resolutions passed at the annual meeting, they haven’t agreed on what to do about the trustees’ unwillingness to accept them.
At a reform group meeting earlier this month, there was a contingent that believed the matter would best be resolved in court.
Charlie Wagner, a District 5 trustee who led a movement for reform in opposition to his fellow trustees, said there were already attorneys looking into filing suit against the Co-op for failing to follow the new bylaws and other alleged indiscretions.
Wagner, who was not present at the latest meeting, also advocated for members to pursue a recall of the trustees, who he said are not following their duty by representing the wishes of the member-owners.
Those who were present at last week’s reform group meeting favored keeping the matter out of court, as legal action would essentially mean member-owners would be suing themselves.
West said it was unfortunate that there is now a division between one faction of the reform group and another, led by Wagner and his wife, Charlene, who have done so much to bring attention to the issues and getting the new resolutions passed.
West said the Wagners provided the foundation for what the reform movement is all about through years of hard work and persistence. Although the factions of the reform group are after the same thing, she lamented they are divided over to how to proceed from here.
“We either follow the Wagners and end up in court in two or three years, or splinter off — and I don’t want to splinter off,” West said.
Bejnar gave reasons why he thought recalling the trustees wouldn’t work and why lawsuits weren’t the answer.
Bejnar said a recall would require that legal charges be brought against the trustees, and that would be difficult to prove since they were acting on the advice of the attorney. He said the lawyers he spoke with advised against lawsuits.
“The attorneys I talked with said litigation is unlikely to do anything other than drain the Co-op’s assets, and drain our assets,” he said.
West said a lawsuit could be an expensive undertaking and could cost the Co-op millions of dollars.
West said the Mora-San Miguel Electric Cooperative in northern New Mexico has had similar issues in getting trustees to abide by new bylaws. She said it took rewriting the bylaws to get them to be compliant.
“That worked, because the language worked,” she said.
Alvin Hickox of San Antonio, N.M., suggested the group use language from Mora-San Miguel’s revised bylaws as a template.
“If someone’s got something that works, let’s borrow it,” he said. “Why reinvent the wheel?”
Another strategy suggested by Bejnar was to take advantage of Rep. Don Tripp’s promises to introduce a bill during the 2011 legislative session that would allow for mail-in voting for the co-op’s district elections.
Although not directly related to the bylaws the board of trustees are contesting, it would address another member-sponsored bylaw that called for mail-in voting.
SEC attorney Francish has said that the bylaw cannot be implemented because state statute does not allow for mail-in voting at the district level. Mail-in voting would be allowed, he said, for action taken at the annual meeting.
Bejnar said Tripp’s bill would have a better chance of passing if other legislators were informed about the issue and lent their support.
“Don’t let Don do this on his own,” he said.
Although West said she’d like to avoid a lawsuit, the effort to create lasting change will still cost money.
“We’re going to have to do fundraising, in case we need money for our war chest,” she said.
One idea for fundraising came from member-owner Doug Adams, who suggested the group print T-shirts and sell them for $10 apiece.
Adams offered a sample of one T-shirt design. Below the Co-op’s logo it would read, “SEC member-owner and my vote counts.”
Contact T.S. Last