Member-owners have 15 resolutions to consider at co-op annual meeting

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Socorro Electric Cooperative will hold its annual meeting today (Saturday, April 14) at Macey Center on the campus of New Mexico Tech in Socorro. Registration takes place from 1 to 3 p.m., and the business meeting gets under way at 3 p.m.

As a private, non-profit corporation, Socorro Electric is owned by its customers. Anyone who pays an electric bill to the co-op is a member and has a right to vote on proposed amendments to the bylaws. The proposals were published in this month’s edition of Enchantment Magazine, which was mailed to all customers two weeks ago and are posted on the co-op’s website, www.socorroelectric.com.

All 15 of the proposed bylaw amendments are being presented by the co-op’s board of trustees. Several are editorial amendments that revise or correct terminology to existing bylaws to clarify language. The others are revisions that would substantially change bylaws and a few are new bylaws.

A contingent of member-owners of Socorro Electric are steadfastly opposed to changes they say effectively undo what members voted for in 2010 when a bevy of reform-related resolutions were passed by overwhelming margins. But trustees have argued some of those new bylaws are too restrictive and the board cannot operate effectively and in the best interest of members unless they are changed.

Among them are:

  • Increase the size of the board to seven members, with two additional members elected to at large positions at the annual meeting.
  • Raise the cap of trustee compensation to no more than 1 percent of revenues.
  • Allow the board to make financial and in-kind contributions to non-profit corporations within the co-op’s service area where appropriate.

Justifying Changes

At the February meeting of the board of trustees, when the board approved recommended changes presented by the bylaw committee, Trustee Donald Wolberg of Socorro outlined the reasoning behind these proposed changes.

He said members didn’t realize what they were doing when in 2010 they voted to reduce the size of the board from 11 to five members. He said a board of five made it next to impossible to form committees, since more than two on a committee would create a quorum of the board.

“Nearly every other co-op in the state understands that,” he said, and recapped an analysis of the boards of the 15 other co-ops in New Mexico. Mora-San Miguel Electric Cooperative is the only one with a board of five trustees, he said, and added that Mora-San Miguel was struggling. The analysis shows that two co-ops have boards of 11 trustees, one has 10, five have nine, two have eight, and four have seven.

Of the three co-ops that operate partly in New Mexico and partly in either Arizona or Texas, one has a board of 13 members and the other two have eight.

Socorro Electric’s proposal for a seven-member board was reasonable, he said, putting it at the lower end of the list.

While members voted for a five-member board in 2010, Socorro Electric has been operating with 10 members for the past two years, as trustees are being allowed to serve out the remainder of their four-year terms.

Wolberg said raising the limit on compensation was in line with what most cooperatives in the country operate under, and some allow as much as 2 percent of revenues.

In Socorro Electric’s case, which he said generates between $220 million and $200 million each year, compensation would be limited to between $220,000 and $200,000 per year.

Socorro Electric’s trustees incurred expenses — including travel expenses, per diem, fees for attending meetings and insurance coverage — totalling $492,000 in 2009. Members in 2010 voted to limit expenses to $10,000 per trustee and $15,000 for the board president, which now puts the cap at $105,000 per year.

Wolberg said that’s not enough to allow trustees to attend training sessions and conferences where important issues that impact the electric industry are discussed. The current limit does not allow board members to get the education they need to make informed decisions and that doesn’t do justice to co-op members, he said.

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

Members voted to restrict co-op donations to organizations two years ago, limiting them only to groups that serve children. As a result the co-op was forced to pull its sponsorship of events, such as the Socorro Open golf tournament, and contributions to adult service organizations.

A New Alignment

The board has come up with a new plan for redistricting, something members mandated in 2010.

Last year, a redistricting proposal designed by an in-house committee was presented at the annual meeting. But because that meeting did not achieve a quorum it failed to pass.

The new plan was developed with the assistance of an independent outside firm, Research and Polling of Albuquerque. It redefines the co-op’s five districts with populations nearly equal, ranging from 1,973 to 1,995.

Redistricting of the co-op’s service area hasn’t taken place in decades and due to population shifts, increases and decreases, districts had become unbalanced.

Other Changes

The co-op board is proposing a change to a bylaw that outlines how a trustee can be removed from office.

Currently, trustees can be removed by a recall election held in the district that trustee represents. For the special election to take place, a petition signed by 10 percent of members within that district must be turned into the co-op.

The new proposal gives the board the authority to call for a special district meeting with an 80 percent vote of the full board.

Another change reduces the time allowed for notice to be given for special meetings from five to three days. Another change reduces the time for notice of an emergency meeting to little or no notice, if the issue to be addressed presents an immediate threat to the health, safety or property of a member or members, or was likely to result in a substantial economic loss.

These proposals are meant to align the co-op’s bylaw with recent changes to the New Mexico Open Meetings Act. Members voted to require the board to abide by OMA at the 2010 annual meeting, but the co-op challenged the members’ authority to do so two months later by filing a lawsuit against its members, which it ultimately lost.

One New Proposal

A new proposal gives the co-op the right to seek recovery of costs for lawsuits filed against it that are deemed to be frivolous.

“A disturbing fact of electric cooperative existence in New Mexico and elsewhere is the growth of the number of lawsuits filed against cooperatives,” reads the explanation for the proposal published in Enchantment and posted on the website. “Unfortunately, there are a growing number of frivolous actions filed solely for monetary gain or other less than substantive reasons.”

The notice cites a case against Jemez Mountains Electric Cooperative for up to $5,000 per day for alleged trespass across private property.

While frivolity hasn’t come up as an issue, Socorro Electric is currently defending itself against at least three lawsuits — two brought by former managers and another a countersuit that came in response to the lawsuit the co-op filed against its members.

Socorro Electric is encouraging members to attend today’s meeting in order to assure a fair democratic process. Voting on the amendments begins during the time of registration.

 


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