Socorro Electric Cooperative voting guide

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Resolution No. 1

ARTICLE I: Section 1. Requirements for membership.

Change: A technical change of wording deleting the word “by” and replacing it with “after the completion of the following:”

Co-op explanation — Clarification that membership is granted after the person or entity completes the entire application process

Reform committee position – Vote against.

 

Resolution No. 2

ARTICLE III: Meetings of the members Section 1. Annual Meeting.

Change: The addition of words “election Trustees At-Large only in those years when there is an election of an At-Large Trustee.”

Co-op explanation — The addition of two at-large trustees is recommended in Resolution No. 10, Please see that resolution for a discussion about at-large trustees.

Reform committee position – Vote against.

 

Resolution No. 3

ARTICLE III: Meetings of the members Section 3. District Meetings

Change: This would change district meetings so they would be held every year instead of in trustee election years only.

Co-op explanation — none

Reform committee position — Vote in favor.

 

Resolution No. 4

ARTICLE III: Section 6. Quorum at all meetings

Change: A quorum is the number of people in an organization who must participate in the voting process in order to make a vote valid. Currently, in order to be valid, three percent of the co-op members must vote at a meeting in order for the vote to be considered legal. This resolution would increase that requirement to five percent of the total members (10,000 to 13,000), which would mean 500 to 650 members would have to be present for the votes to count.

Co-op explanation – Passing this resolution would increase the quorum requirements of the members so that more of the membership is engaged. As it stands now, a small number of members could potentially make drastic changes to the bylaws that impact 100 percent of the membership.

Reform committee position — Vote against. Members choose to attend meetings or not and they know this is how their voice can be heard. If the quorum requirement is changed to five percent, the members would lose some of the ability to have a voice they already have. At the biggest recent annual meeting, held in 2012 at the Macey Center, 700 people were in attendance and the venue was filled to capacity with the rest of the members having to stand outside. Last year was the highest ever in attendance. The only year even close was 2010 before that a quorum had been almost impossible.

 

Resolution No. 5

ARTICLE III: Section 6. Quorum at all meetings.

Change: This would make mail-in ballots count as part of a quorum for meetings.

Co-op explanation — None

Reform committee position — Vote in favor.

 

Resolution No. 6

ARTICLE III: Section 7. Voting at all meetings

Change: Each trustee from each of the five districts would appoint one election official to validate the mail-in process and ballots and two alternate officials would be appointed by the board.

Co-op explanation — None

Reform committee position — Vote in favor.

 

Resolution No. 7

ARTICLE III: Section 10. Order of business at annual meetings

Change: The wording of some of the order of business required. The words “and voting” are added in the first order; changes the requirement to “report on the number of members registered in person in order to determine the existence of a quorum” to simply “determination of a quorum;” deletes the requirement to provide proof of the publication or mailing of the meeting; adds the approval of minutes of previous annual or special meetings (simplifying the words to mean the same thing); and presentation and consideration of the reports by officers adds the word “by” above and removes the words “trustees and committees.”

Co-op explanation — Clarifies the second item of business is to determine whether a quorum is present and the fourth order of business is to read and approve the minutes of the prior meeting.

Reform committee position — Vote against. The removal of the members’ previous decisions about publication and verbiage is not appropriate and there is no reason to not provide proof of appropriate publication.

 

Resolution No. 8

ARTICLE III: Section 11. Order of business at district meetings

Change: changes the requirement to “report on the number of members registered in person in order to determine the existence of a quorum” to simply “determination of a quorum;” and removes the requirement to provide proof of the publication or mailing of the meeting; adds the approval of minutes of previous annual or special meetings (simplifying the words to mean the same thing); and presentation and consideration of the reports by officers adds the word “by” above and removes the words “trustees and committees.”

Co-op explanation — Clarifies the second item of business is to determine whether a quorum is present and the fourth order of business is to read and approve the minutes of the prior meeting.

Reform committee position — Vote against. The removal of the members’ previous decisions about publication and verbiage is not appropriate and there is no reason to not provide proof of appropriate publication.

 

Resolution No. 9

ARTICLE IV: Persons and entities who are ineligible to vote

Change: deletes a line which says satellite subscribers alone shall have no vote.

Co-op explanation — None (editorial amendment)

Reform committee position — Vote against.

 

Resolution No. 10

ARTICLE V: Trustees, Section 1. General powers

Change: Adds two at-large trustees to the board who would be elected during co-op annual meetings.

Co-op explanation — The co-op’s coverage area covers approximately 11,500 square miles; includes more than 41,000 power poles on which more than 3,500 miles of line hang. The vast area served by the co-op should be overseen by a representative board of trustees large enough to accomplish the work of the cooperative. SEC’s board members are required to represent the co-op at local, state, regional and national meetings, conferences, committees, panels and hearings each year and the board needs to be big enough to be able to fulfill those commitments. Most of the other electric cooperatives in New Mexico have boards made up of more than five members.

Reform committee position — Vote against. In 2010, during an annual meeting co-op members voted to reduce the 11-person board to a five-person board. That was an issue decided by the members at that time and should have the opportunity to work before changing that decision.

 

Resolution No. 11

ARTICLE V: Trustees, Section 2. Election and tenure of office

Change: Describes the method of electing at-large trustees. At-large trustees would be elected by secret ballot at the annual members meeting. The two candidates receiving the most votes would be elected and begin serving immediately. If a quorum fails to be present at the annual members meeting, the incumbent trustees at-large would serve until the next annual meeting and would not exceed four consecutive meetings.

Co-op explanation — See Resolution No. 10

Reform committee position — Vote against. See Resolution No. 10

 

Resolution No. 12

ARTICLE V: Trustees, Section 4. Board of trustee elections

Change: Describes election policies for at-large trustees. SEC would be required to give notice of the at-large vacancies at least 90 days before the annual meeting and candidates for the at-large trustee positions would be required to declare their candidacy by the last Friday in the month of January of the year of the election.

Co-op explanation — See Resolution No. 10

Reform committee position — Vote against. See Resolution No. 10

 

Resolution No. 13

ARTICLE V: Trustees, Section 5. Removal of trustees

Change:This addition would provide a mechanism for trustees to remove a fellow trustee violating the cooperative’s code of conduct, code of ethics or who misses three or more consecutive regular or special meeting of the board without substantial cause. The trustee voted against by 80 percent of the trustees may be suspended from board participation until a special district meeting or a special members meeting can be convened.

Co-op explanation — This mechanism will allow for the orderly conduct of SEC business while ensuring board members are free to voice their opinions and concerns. It allows for orderly deliberation of co-op business, protects the co-op and its employees in the normal conduct of business and protects the employees’ work environment from disruptive actions or harassment in any form by any trustee.

Reform committee position —Vote against. The reform committee sees this as a mechanism for a board to get rid of any fellow board member they don’t like. The co-op’s members voted for the board members; it should be up to the members to vote them out, and is not the place of other board members to make that decision.

 

Resolution No. 14

ARTICLE V: Trustees, Section 7. Compensation.

Change: This would remove current limits, set by the membership in 2010, to compensation received by board members which cap the amount of money trustees can receive in compensation at $10,000 a year for all except the president who is limited to $15,000 a year. The new limit in compensation could not exceed a total of one percent of the co-op’s revenues for that year. For example during 2012 the co-op’s revenues were $25,145,801. Thus, under the new resolution, trustees could have claimed $251,458 to compensate them for expenses incurred during the year, which would allow for each of five trustees to receive $50,292.

Co-op explanation — none

Reform committee position — Vote against. In 2010 the members voted to set limits on trustee compensation because prior to that certain trustees were claiming many thousands of dollars as compensation and it was not unusual for those people to go home with $45,000 or more by the end of the year. Allowing for one percent of the revenue to go to trustees is an absurd amount of co-op members’ funds to be going to individual trustees.

 

Resolution No. 15

ARTICLE VI: Meetings of trustees

Change: In Section 3, the notice required for a special meeting by the board of trustees would change from five to three days and Section 4 would allow the president of the board to call an emergency meeting with little or no notice at all.

Co-op explanation — These changes are aligned with the New Mexico Open Meetings Act.

Reform committee position — Vote against. These changes would not allow members sufficient time to receive notice of meetings.

Resolution No. 16

ARTICLE VIII: Section 8. Donations

Change: A sentence, “That no co-op donation be awarded to adult or civic organizations,” would be removed.

Co-op explanation — This bylaw proposal recognizes that an important aspect of the co-op’s commitment to the community is through donation and sponsorships to nonprofit corporations and will allow the board to provide financial contributions, sponsorships, time and equipment use where appropriate.

Reform committee position — Vote against. It is not appropriate for a co-op entity to donate to organizations when many of the co-op’s own members are struggling financially and some are unable to pay their own co-op bills.

 

Resolution No. 17

ARTICLE XII: Miscellaneous, Section 6. Recovery of costs

Change: Allows the co-op to seek to recover legal and other costs in legal actions where the co-op has prevailed or the action is deemed frivolous.

Co-op explanation — There are a growing number of frivolous actions filed solely for monetary gain or other less substantive reason. The defense of any action brought against SEC involves legal and other fees which increase the cost of doing business even when there may be insurance protection for the cooperative. This bylaw proposal incorporates SEC’s right to seek recovery of the costs incurred in defending the cooperative in those instances where the actions brought are determined to be frivolous.

Reform committee position — Vote against. This change would further enable the co-op and board of trustees to file law suits against its own members who have attempted to protect their own rights as co-op member/owners.