Co-op still fighting reform
Socorro Electric Cooperative’s board of trustees isn’t done fighting a fresh set of bylaws designed to reform the member-owned, non-profit corporation. While the co-op earlier this year lost a lawsuit that challenged the validity of three reform-related measures passed at the 2010 annual meeting, the board on Tuesday decided to take aim at several others, arguing they are too restrictive and do harm to the co-op.
By a 6-2 margin, the board voted to accept the recommendations of the bylaw committee to present resolutions at next year’s annual meeting that ease restrictions on trustees’ expenses and alter the size of the board.
Capping trustee spending and reducing the size of the board from 11 to five were among 10 reform-related bylaws members approved by overwhelming margins in April 2010.
Donald Wolberg, who served on the bylaw committee along with Jack Bruton, Leo Cordova and chairman Leroy Anaya, said the board simply couldn’t function with five members and restrictions that limit trustee expenses to $10,000 per year. He said trustees wouldn’t be properly servicing members if they couldn’t travel for training and conferences that address important issues that impact the co-op.
“If we’re unable to maintain a presence at regional or national meetings, we’re not doing our duty,” Wolberg said. “We have to take a posture that it’s important to the membership. If we don’t represent them at these things, and can’t get there, they are not being represented.”
Trustee Charlie Wagner, a leader in the movement for reform, didn’t see it that way. He said he felt the committee’s motives were to erase what members of the democratically controlled corporation did when they voted for sweeping changes in 2010.
“I’m getting the impression that the recommendation of the bylaw committee is to undo what members already approved,” he said, reminding his colleagues of the outcome of the court case. “The judge already indicated that it’s the members who decide.”
Cordova pointed out the final decision still ultimately rests with the members.
“It’s only a recommendation of the board. They (members) can either approve or disapprove,” he said.
One resolution to be put forth at next spring’s annual meeting will be to increase the number of districts from five to seven, with each district represented by one trustee.
While the board still currently has 10 members, a new bylaw calls for the number to be reduced to five, each representing one district.
Accordingly, new district maps with seven districts would need to be prepared before the annual meeting. Members would then be given a choice to vote for redistricting plans for either five or seven districts.
A revised map containing five districts was up for adoption at this year’s meeting, but a quorum was not present so no action could be taken.
Another new bylaw placed an expense limit of $10,000 per trustee, $15,000 for the president, each year. The committee felt that’s not enough money for trustees to adequately do their jobs.
Reading from the minutes of the bylaw committee meeting earlier this month, Anaya said the consensus was the spending limit wasn’t in the best interest of the co-op.
“The committee’s concern, as discussed, was that currently, due to the cap on per diem, etc. that SEC’s trustees are hindered by not receiving the necessary education and training required by (the National Rural Electric Cooperative Association) to become knowledgeable in the issues affecting the electric industry and that ultimately, SEC’s members will have uninformed trustees that will be unable to make sound decisions on behalf of their members,” Anaya said.
Two other changes would expand the trustees’ expense accounts. One strikes travel, conference fees and meals from counting against their expense limit, leaving only per diem and insurance.
The other doesn’t count expenses incurred by a trustee acting as a representative or delegate of the co-op against the spending limit.
Members passed the bylaws in 2010 after it came to light that the board’s expenses in 2009 totaled more than $492,000, an average of almost $45,000 per trustee.
Yet another new bylaw allows for mail-in voting, and Anaya said that issue was discussed by the committee. Because there is no bylaw that allows for it, the committee determined that mail-in ballots do not count toward quorum.
The committee also questioned whether voting by mail at annual meetings was required by the bylaw covering fair elections. It also questioned if the meaning of the word “elections” was exclusive to voting people into office, or also covered voting on items that were not people.
Wagner found that idea absurd, along with what he perceived as another effort by board members to go against the wishes of the members.
“I recommend that the members rise up, like they did when these bylaws were passed,” he said.
With Co-op President Paul Bustamante having to leave the meeting early and Vice President Dave Wade presiding over the vote, Anaya, Luis Aguilar, Bruton, Cordova, Milton Ulibarri and Wolberg voted in favor of the committee’s recommendations. Prescilla Mauldin and Wagner voted against.
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