Socorro Electric Co-op trustees deny district meeting proposal

A proposal to give member-owners of Socorro Electric Cooperative an opportunity to propose bylaw changes prior to the 2012 annual meeting in April was quickly struck down during the co-op’s board of trustees meeting on Dec. 28.

District 5 Trustee Charlie Wagner, a leader in a reform movement that made sweeping changes during the 2010 annual meeting, made the suggestion under the agenda item “Subjects by Trustees.”

“It occurs to me that we need an opportunity to have district meetings before the annual meeting so the members, if they wish to, can make some recommendations on resolutions to change or improve bylaws,” Wagner said. “One of the bylaws they passed calls for elections but it doesn’t do anything to make mail-in voting count toward the quorum.”

The 2011 annual meeting was canceled due to a lack of a quorum. Member-owners of the non-profit corporation were to vote on a redistricting plan, one of the new measures passed at the meeting the year before.

Had mail-in votes counted toward the quorum, the redistricting plan would have passed. Instead, district alignments remained in place and another new bylaw that reduced the size of the board from 11 to five trustees cannot take effect.

Trustee Donald Wolberg pointed that out.

“There’s a small problem,” he said. “Which districts actually are there now since the new bylaws says there are five districts with one trustee each, but the definition of the district, the legal boundaries, are the only districts we have? So which does he want? The old or the new? — since he created the confusion to start with.”

In Conflict

At issue is what has become an ongoing struggle between member-owners of the co-op and the board of trustees over control of the co-op. When members brought about a dozen reform members to the 2010 annual meeting — all of which passed by overwhelming margins — the board countered each one with one of its own. The board later voted to file a lawsuit against its members in an effort to block three of the new bylaws, but lost that battle too.

At its November meeting, the board adopted the bylaw committee’s recommendations to propose new resolutions at the 2012 meeting. Declaring the reform measures too restrictive and harmful to the co-op, the board’s proposals would ease restrictions on trustees’ expenses and set the size of the board at seven.

While the board can propose new bylaws every year, members can only do so in years when there’s a district meeting. The bylaws state annual meetings at the district level occur once every four years when elections are held.

There hasn’t been an election in any of the five districts since 2009. It was then that members introduced numerous new bylaws aimed at reform and ousted three incumbent board members in Socorro. Meanwhile, reform-minded Wagner prevailed in his re-election bid.

As it stands, some bylaws are in conflict with others or don’t reflect the current status.

For instance, members voted to reduce the size of the board from 11 to five with each trustee representing one district. There are currently 10 trustees and five districts, a problem that can’t be reconciled until there’s a quorum at the annual meeting and members approve new district boundaries.

Though members voted on a new map at last year’s annual meeting, the vote didn’t count because there was no quorum.

The board’s resolution to have seven trustees would require yet another map to be introduced at this year’s meeting, scheduled for April 14.

Losing Argument

Addressing Wagner’s proposal, Co-op President Paul Bustamante said it was too late to hold district meetings, pointing out the next item on the agenda was setting the date of the annual meeting.

“There’s not enough time. You should have brought up last year,” he told Wagner.

Wagner insisted there was enough time, and made the motion that the date of the 2012 annual meeting be set for May 19. “That allows enough time for those districts that want to hold a members annual meeting to do so,” he said.

Bustamante said there’s a process for calling a district meeting, and turned to Office Manager Eileen Latasa to read the bylaw that addresses the issue.

Latasa said that such an assembly would have to be a special district meeting, which could be called by either 10 percent of the members in the district, any three trustees or the board president.

“So you see, Mr. Chairman, you can make that decision,” Wagner said.

Bustamante brought the discussion back to Wagner’s motion to hold the annual meeting on May 19, declaring it died for lack of a second.

Leroy Anaya then made the motion, seconded by Leo Cordova, to set the date of the annual meeting for April 14, and it passed with Wagner casting the only vote against it.

Under Scrutiny

Wagner also objected to the date the board set for its reorganization meeting to elect officers, which led to more verbal sparing.

Bustamante announced that Anaya would be unable to attend if the meeting were held the first Tuesday of the new year as dictated by the bylaws, and said he’d entertain other suggested dates.

Wagner protested, saying the board could still achieve a quorum on the first Tuesday.

“We have a bylaw that tells us it has to be the first Tuesday,” he said.

Bustamante pointed out that the bylaws allow for that date to be changed and said the board had accommodated Wagner so he could be present when the board decided on hiring a new attorney.

“You’re lying,” Wagner responded. “I didn’t request anything at all.”

The argument was interrupted when Milton Ulibarri made the motion to hold the meeting on Jan. 10, the second Tuesday.

“I object,” Wagner protested. “You’re going against the bylaws. And you’re under court scrutiny right now, so you’re violating bylaws while you’re under court scrutiny.”

Wagner was referring to a judge’s ruling that the co-op needed to follow the Open Meetings Act, as members required them to do in 2010.

Bustamante said the board hasn’t been holding the organizational meeting on the first Tuesday for several years.

“You violated the bylaw,” Wagner said flatly.

What had been a contentious discussion ended with laughter when Latasa said that another bylaw provides for the date to be changed if the first Tuesday wasn’t feasible.

“That one doesn’t count,” Wagner said, eliciting a cackle from his colleagues. “The first one counts.”

The organizational meeting was held last night after El Defensor Chieftain press time. The only item on the agenda was the election of officers (results will be published in the Chieftain’s Jan. 14 edition).

 

-- Email the author at tslast@dchieftain.com.