Socorro Electric Cooperative District 5 bylaw change recommendations

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Article III, Meetings of Members, Section 1. Annual Meeting

Change: Adds the word “regular” in front of annual meeting. And requires a qualified parliamentarian to be selected by the Board of Trustees to preside over the annual meeting with the assistance of the president of the board.

Article III, Section 2. Special Meetings

Change: A special meeting of the members in any district may be called by resolution of the Board of Trustees, or upon written request signed by any two trustees, by the president, or by 6 percent or more of the members.

Article III, Section 3. District Meetings

Change: Makes district meetings annual. The secretary of the co-op and election administrator will prepare the list of members voting in the meeting by the last day of the calendar year.

Article III, Section 4. Special District Meetings

Change: A special meeting of the members in any district may be called by resolution of the Board of Trustees, or upon written request signed by any two trustees, by the president, or by 6 percent or more of the members.

Article III, Section 5. Notice of Members Meetings

Change: Adds annual meetings to the notice requirement.

Article III, Section 6. Quorum at All Meetings

Change: Would allow mail-in votes to count toward a quorum for all meetings. It also would allow electronic votes to count the same as a vote in person. A quorum, once established, would be deemed to continue until adjournment even if enough members leave during the meeting that less than a quorum is present by the end. The minutes of each meeting shall contain a list of the members by name who voted in person and by mail, which a third party election administrator would verify.

Article III, Section 7. Voting at All Meetings

Change: Questions should be decided by a vote of a majority of the members by mail and other voting methods as permitted by law.

Article III, Section 10. Order of Business at Annual Meetings

Change: 1. Adds “and voting” after the word “registration.” This is the period during which members are recognized as being eligible to vote. 2. Introduction of the qualified parliamentarian by the chairman of the board. 3. Report to determine the existence of a quorum would be by the election administrator on the numbers of members voting in person, by mail and other means. Items 4 and 5 remain the same. Under 6 would be the treasurer’s report of the annual audit and reports of the other officers, trustees and committees. The rest of the order of business is not changed.

Article III, Section 11. Order of Business at District Meetings

Change: Would add “annual” to district meeting designation. No change in 1. 2. Casting of ballot votes for trustees; “ballot” was added. 3. The meeting should be called to order by the trustee representing the district or, if that person is absent, by another designated representative of the board of trustees. The district members would elect a chairman who would not be a trustee and would be a parliamentarian. 4. The report on the number of members who are voting in person, by mail and other means permitted.

Article III, Section 14. Fair Elections

Change: New special resolution would require election administrators to use a system that includes mail-in ballots with postage paid both ways; allows 30 days for the return of ballots; and provides printed instructions, candidate photos, short autobiographies and the ballot’s postage paid return ballot envelope. Also the date, time and place of District III and II members meetings would be decided by a vote of each district’s members voting by mail and in person at the 2013 annual members meeting.

Article V, Trustees, Section 1. General Powers

Change: Any proposal by the trustees to change the bylaws would have to be submitted for consideration at a district meeting and, if the district votes in favor with a quorum established, the proposition will be considered by the membership at the next annual members meeting.

Article V, Section 4. Board of Trustee Elections

Change: Requires a candidate for the office of trustee to file a declaration of candidacy 45 days before the date of the district meeting. Ballots would be furnished by an independent elections administrator according to specific guidelines. References to multiple candidates per district would be removed. An independent election administrator, not board-appointed election officials, would supervise elections.

Article V, Section 4, B.1. Voting Members Lists

Change: Declared trustee candidates may receive the list of the district voting members’ names and addresses for the proper purpose of campaigning. The declared candidate would sign an affidavit stating the list would not be used or sold for any other purpose. The lists would be returned after the election.

Article V, Section 5. Removal of Trustees

Change: A petition to bring charges against a trustee would require the signatures of 6 percent, rather than 10 percent, of the membership of a district. Refilling a vacancy would be by vote in person or by mail within 90 days.

Article V, Section 7. Compensation

Change: Brings board per diem allowances in compliance with IRS requirements and requires receipts to be submitted within 30 days of the date of the event. Requires excesses to be returned to the general fund, but allows the balance of expense allowances to be carried over to the next year if they were not used.

Article V, Section 8. Division into Districts

Change: Adds the word “voting” in front of “districts” and requires the co-op’s general manager to report current member populations by district no less than 90 days before an election. It also requires the districts to be similar in population with no more than 10 percent difference. If the population varies more than 10 percent, a five-member district survey committee — one member from each district, none of whom would be incumbent trustees — would be chosen by district members to consider ways of changing the district sizes. It would also allow for selecting a consultant to help with those duties at the co-op’s reasonable expense.

Article VI, Meetings of Trustees, Section 1. Regular Meetings

Change: Regular meetings of the trustees would rotate among the five co-op districts at the time and place that each district’s trustee designates. Also, attached to the minutes should be a copy of statements made and questions asked by members at trustee meetings; issues would be put on the next agenda to be addressed.

Article VII, Section 4. President

Change: Adds requirements for the board president to be qualified, including the ability to skillfully use parliamentary procedure and Robert’s Rules of Order, or hire a qualified parliamentarian to assist at meetings until the president masters the use of those rules.

Article VII, Section 5. Vice President

Change: Would require the vice president of the board to be adequately familiar with parliamentary procedure and Roberts Rules of order.

Article VII, Section 6, Secretary

Change: Would require the secretary of the board to have mastered the bylaw provisions and the New Mexico Open Meetings Act as it applies to meetings of the Board of Trustees.

Article VII

Change: Adds a section called Section 9. Attorney. Provides for the trustees to appoint an attorney to represent the interest of the co-op for the benefit of the membership. The attorney would assure bylaws are in compliance with all laws and be authorized to sue trustees on behalf of the corporation to achieve compliance with the bylaws. The attorney would be available to assist district members.

Article VIII, Section 8. Donations

Change: Makes the no donation rule stronger by stating there will be no donation for any reason except for donations for student scholarships through the Socorro Electric Cooperative Foundation.

Article XIII, Amendments

Change: Says the bylaws can be changed by the members at any regular annual meeting or special meeting called for that purpose with a quorum present. And repeals a section that says a proposal to change the bylaws can be incorporated in a notice only if the proposal is approved by a majority vote by the Board of Trustees, by majority of members at a meeting or by petition signed by 10 percent of the members of each of the districts.