Co-op board to offer new resolutions

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Socorro Electric Cooperative’s board of trustees voted to present a series of new resolutions at this year’s annual meeting — three of which will undo bylaws members put in place in 2010 during a wave of reform. The resolutions were passed over adamant objections from one trustee who has been a leader in a movement to reform the co-op’s business practices.

At the board’s regular meeting on Wednesday, co-op attorney Lorna Wiggins outlined all the proposed changes, as recommended by the bylaw committee. The resolutions that change what members approved by overwhelming margins two years ago would:

  • Increase the size of the board to seven members, with two additional trustees elected to at large positions. Members voted to reduce the size of the board from 11 trustees to five, each representing one district.
  • Raise the cap placed on trustee compensation to no more than 1 percent of revenues, which translates to approximately $220,000 per year. Members placed a limit on compensation of $10,000 per trustee, $15,000 for the board president, for a total of $115,000 per year with the board at its current size and $55,000 once the board is reduced to five members.
  • Allow the board to make financial and in-kind contributions to parties within the co-op’s service area where appropriate. Members voted to limit contributions to youth organizations only.

The resolutions will be up for vote by members at the annual meeting on April 14.

When Wiggins finished, District 5 Trustee Charlie Wagner spoke out against the changes.

“What I think our attorney may not recognize is these proposed bylaws would reverse what members changed at the annual meeting in April of 2010 — many of which are not in place or this board has chosen not to obey,” he said.

The reduction of the board to five members has not taken place, as trustees are being allowed to serve out the remainder of their terms.

Wiggins, who’s firm began representing the co-op at the beginning of the year, told Wagner she was familiar with what transpired in the past.

“I am well aware of what the current bylaws provide and also well aware of the mechanism for members to make changes. It’s appropriate to present these,” she said.

District 3 Trustee Leroy Anaya, who served as chairman of the bylaw committee, which was made up of Leo Cordova, Donald Wolberg and Jack Bruton (though Bruton did not attend any recent committee meetings), said the changes were what the committee determined were necessary for the co-op to operate efficiently.

Wolberg, who frequently clashes with Wagner during board meeting, said that it would be up to members to decide whether to accept or reject them.

“I want to point out that Mr. Wagner’s idea of democracy is a strange one. He seems to think he knows what members want,” he said.

Wolberg went on to justify the changes addressing the board’s size and compensation. He said a lot of work went into studying the issues and it was determined that just one (Mora-San Miguel) of 18 other co-op’s operating in New Mexico had a five-member board. All the others had boards of at least seven and one (Rio Grande Electric) had a 13-member board.

Wolberg said the other co-ops understood that there was a lot of business to be taken care of and required larger boards.

As for compensation, Wolberg said it wasn’t unusual for co-op boards to incur expenses of 1 percent of revenues or more. Most co-ops, he said, found that it took 2 or 3 percent of revenues for boards to effectively conduct business.

“We have to have the ability to do it,” he said.

In response, Wagner read from the New Mexico Rural Electric Utilities Act, citing a passage that says the board of trustees establish the initial set of bylaws and then it’s up to members to make changes.

“Again, this is a duty of the members and not a duty of the board. It’s an exclusive right of the members,” said Wagner, who at previous meetings complained that members don’t have the opportunity to present new resolutions each year, as the board is accustom to doing.

Wagner also argued against voting at the annual meeting to take place before there’s any discussion on their merits.

“You can’t go to the annual meeting and the first order of business is to vote,” he said.

Wiggins disagreed with Wagner on what is stated in the act governing co-ops.

“State law provides members the right to vote. It does not address who has the right to propose,” she said. “We’re not doing anything contrary to state law.”

Wiggins said the it wasn’t inappropriate for the board to propose resolutions, though it did have an obligation to inform members about the resolutions.

Trustee Prescilla Mauldin, who was elected as a reform candidate in District 3 in 2009 when the movement gained steam, said it still would be up to members to decide on the proposals.

“All we’re doing is presenting them to members. They can be voted up or down. We’re not telling members this is the way it’s going to be,” she said.

Wagner continued to argue that ever since district elections in 2009 — when members last had the opportunity to propose their own resolutions — the board has done nothing but work against members’ efforts.

President Paul Bustamante brought an end to the discussion and called for a vote. The board approved the resolutions, 7-1, with Wagner casting the lone vote against.

During the public comment period at the outset of the meeting, one member-owner chastised the board for its unwillingness to do what members have directed them to do.

Herbert Myers of Socorro, who recently was named as one of two co-op members to replace Wagner as representative of the class in a proposed class action lawsuit against co-op officials, accused board members of being in it for their own selfish interests and gain. He likened them to “gangsters” who “sustain each other because of your cowardice to stand alone.”

Myers said the board has exhibited a disdain for members who have tried to wrestle control of the co-op away from them.

“This board has become a breeding ground for ruling class contempt,” he said.

Other resolutions approved by the board:

  • Address notification requirements for special meetings and emergency meetings to bring them in line with the Open Meetings Act
  • Allows the co-op the right to seek recovery of costs for defending lawsuits deemed frivolous
  • Outlines a new procedure for removal of a trustee. It would require a vote of 80 percent of the full board to suspend a trustee until a special or district meeting is held.
  • Redefine district boundaries
  • Make editorial changes bylaws to clean up language and grammar

In Other Action

  • The board approved a new redistricting plan to be presented during the annual meeting. The board chose from two options, picking one that was mapped out with the assistance of a consulting firm, Research and Polling.
  • The board unanimously approved a resolution opposing the Environment Protection Agency’s implementation plan for the San Juan Generating Station.

Trustee Wolberg said the resolution was important in that Tri-State Transmission and Generation, Inc., which provides power to Socorro Electric, owns 8 to 9 percent of the San Juan station.

  • The next meeting of the board of trustees was set for Wednesday, March 28 at 5:30 p.m.

 


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