Wagner: Co-op bylaws not being followed
Socorro Electric Cooperative District 3 trustee Donald Wolberg wants public input on a plan to realign the co-op’s districts.
Fellow trustee Charlie Wagner of District 5 provided his feedback during the board’s regular meeting on July 28. He says they’re going about it all wrong.
“Article 5, Section 8 of the bylaws prescribes the procedure. Unfortunately, that bylaw was not followed in setting up the committee,” said Wagner, a leader in a successful movement to reform the co-op that saw 11 member-sponsored resolutions passed by overwhelming margins at the annual meeting in April.
One of the new bylaws calls for district lines to be redrawn so that each district contains a substantially equal population of member-owners.
Wolberg headed a committee formed to address redistricting and came up with a draft for a plan in June. He said the committee put in a lot of work into redrawing boundaries for five districts with member-owner populations of roughly 2,000 in each.
“Maps have been hanging up for weeks and it’s also been reported in the press,” he said, referring to an article outlining the plan that appeared in the June 30 edition of El Defensor Chieftain. “We asked for input, and as far as I know there hasn’t been any.”
Wolberg suggested the draft plan could be posted on the co-op’s website.
“Before that, we need to get out a legal description (of the boundaries), but it’s time to get started,” he said.
Not so fast, said Wagner. He argued that the bylaws dictate that the board to appoint a district survey committee to present a report to the board — not for the board to do it itself.
“The people responsible should be a disinterested committee of members,” he said. “I think we should revisit that issue.”
Wagner said the bylaws were written that way to prevent the possibility of trustees “gerrymandering” the boundaries in order to gain a political advantage and to give member-owners “trust” in the process.
Wolberg said doing the survey internally saved the co-op a considerable amount of money. Wolberg said people he talked to, who read the Chieftain’s article on the redistricting draft, gave the plan a favorable review.
Trustee Leroy Anaya pointed out that any plan is subject to approval by member-owners at the next annual meeting.
Discussion on the topic wavered when co-op President Paul Bustamante asked Wagner why he hadn’t said anything about filling the vacant spot on the board left by Manny Marquez’ resignation in April, if he was so set on following the bylaws.
“Was it my responsibility to bring that up?” Wagner asked back.
Debate ensued over whether the board had previously taken a vote on whether to fill the spot or not.
What to do about the vacancy became an issue when member-owners passed another bylaw to reduce the number of trustees from 11 to five.
How to go about reducing the size of the board has been discussed at previous meetings. The method recommended by co-op attorney Dennis Francish was for the size to be reduced by attrition. Trustees would serve out their current terms, but it wouldn’t be until the 2013 election cycle until the number of trustees on the board became five.
Bustamante noted that the current 10-member board was problematic, since the possibility existed for a vote to be deadlocked, 5-5.
The bylaws say that in the event a vacancy occurs, a special election is to be held within 90 days. Marquez’ letter of resignation was dated April 1, meaning that time frame has already expired.
Wagner had other complaints about what he said was the board’s failure to follow the bylaws.
Member-owners also passed a bylaw that calls for the board to follow the Open Meetings Act — something the co-op is challenging in court.
Wagner insisted the bylaw is already in effect. Since the board hasn’t been following the OMA, he declined to vote in favor of approving the minutes of the board’s May and June meetings.
“I disapprove of both sets of minutes in their entirety because we’ve been under the Open Meetings Act since April 17,” Wagner said.
Trustee Prescilla Mauldin agreed with Wagner, but the minutes were approved anyway by an 8-2 vote.
Another new bylaw limits the amount of compensation trustees can receive, and Wagner wanted to make sure the board was adhering to it. He noted that board members were bound to incur costs at training sessions scheduled for later in the year. He asked that an accounting of each trustees’ expenses to date be prepared before the co-op’s auditor gives a report to the board on Thursday, Aug. 26.
The bylaw puts a $10,000 cap on expenses a trustee can incur annually. The board president is allowed a $15,000 limit.
Wagner also said the board needed to pass an anti-fraud resolution — something he said the auditor had recommended they do last year.
Contact T.S. Last