Letters to the Editor (5/30/2013)

........................................................................................................................................................................................

SEC trustee questions chair’s decisions
Dear Editor:
Your coverage of the subject Socorro Electric Cooperative  annual meeting reported details which recognized the desperate efforts by some SEC trustees through their attorney to prevent the surprisingly high number of members from completing the business it is their exclusive right to transact in a meeting regularly held for that explicit purpose.
The resolutions proposed by the District V meeting should have been on the ballot to be considered by the membership as required in the co-op’s bylaws. The ballot instead, only contained those resolutions composed by the secret trustee bylaw committee and submitted by the board of trustees. The cooperative’s consumer- members, who by law have the exclusive right of amending the bylaws, were not given the opportunity to deliberate, debate or amend the alterations proposed by the board. This violates the principle of “democratic member control” required by federal tax law — IRC 501(c)(12) — and is another violation that could cause SEC to lose its tax exempt and cooperative status. Mrs. Wiggins and the board must focus on the fact that the law requires they be submissive to the authority and control of the membership. It is a requirement well known to members of NRECA’s Cooperative Bar Association in which Mrs. Wiggins has claimed membership.
The decision by the chairman after several long delays for discussions with the attorney during the annual meeting, that the quorum was lost, was inappropriate and wrong. It would have been appropriate for the attorney to rely on Robert’s Rules of Order if state law was silent on the question of “Quorum” but that is not the case. New Mexico Corporation Law [53-11-32] Quorum of Shareholders states “… A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum.”… the Business Corporation Act — Chapter 53, Articles 11 to 18 NMSA 1978.
In addition, the Rural Electric Cooperative Act, in the section on Powers [62-15-3. Q.] states: … “subject to any limitations set forth in the articles of incorporation or bylaws, do such other and further acts and undertake such other and further activities and transactions for the mutual benefit of its members and patrons as may be done and undertaken by a corporation organized under the Business Corporation Act [53-11-1 NMSA 1978] for the same or any additional lawful purpose,”…
This is another statute the attorney seems to ignore based on her statement in the most recent board meeting May 22. Regarding the choice of Roberts Rules of Order Newly Revised as authority to block the members from transacting business, her exact words were “the Business Corporation Act is not applicable because you are not a for-profit corporation.” Her words disagree with the RECA statute.
It is clear that the Rural Electric Co-op Act recognizes that “members” and “shareholders” in corporations are “owners” with common proprietary interest in the benefits and control of their property. They have common purpose in their right to hold meetings and vote on business transactions. To have that process denied, interrupted or delayed by their subordinates is unreasonable insubordination.
Therefore it is obvious that the chairman, based on mistaken advice from counsel forced exceedingly unnecessary delays and lengthy private discussions rendering confusion, resulting in total chaos. Anyone who doubts this can view the video of the meeting at www.informedcynic.com.
The solution to this is to conduct the adjourned, continued meeting properly. The meeting should be conducted by the qualified parliamentarian. He should preside with assistance of the president, so that the meeting can move along at the proper pace allowing the membership to consider and vote on the District V resolutions and continue to adjournment, after making sure that the membership has had the opportunity to introduce and act on all other new business.
Hopefully SEC management will face its duties realistically, keeping in mind its obligations imposed by federal and state laws previously ignored to the detriment of the cooperative and membership.

Charlie Wagner, Trustee
Socorro Electric Cooperative, Inc.

PS: There will still be the necessity for a well-planned special meeting of the members by petition sometime in the near future.

Membership ownership should count
Dear Editor:
Socorro Electric Co-op is owned by the customers.  What does that mean?   We vote for a board to watch over our electric business and vote for the rules they operate by. These are the SEC bylaws.  They can be changed by a vote of the members. The board is required to abide by the bylaws.  At the annual meeting held May 15, 2013, three changes to the bylaws were approved:  Resolution 3 — District meetings to be held annually;  Resolution 5 — mail-in ballots will count towards the quorum and Resolution 6 – each trustee appoints one election official.  These are now in effect for all co-op business.
The change in how a quorum is determined was immediately put to the test.  Claiming it might not meet state law the lawyer for the board declared the meeting over because the quorum had eroded as people left.   What is most important is that the board must honor this bylaw in spite of any lawyer’s opinion, even an opinion from the attorney general.  No ones opinion trumps the duly voted rule. Only a vote to refine the wording passed by the co-op members or a court order can change this bylaw.
Some of the trustees like to point out that we are a very widespread co-op. We cover 11,500 square miles, 220 miles end to end. The meetings are held in Socorro where the co-op offices are and our customers are concentrated but efforts should be made to include our fellow owners who for time, distance or money cannot come to every co-op meeting. Technology today could let them be here via video but the minimum is to provide easy access to mail-in voting. Counting the interest and concern of these owners also is important. For too long co-op power was centralized in the city of Socorro. All viewpoints should be included. Would it be better if all members were physically in attendance? Possibly, but not always practical. Could the wording be more specific in how to apply this rule? Probably, but for now we function with Resolution 5 as it stands.
The annual meeting did not complete the agenda because of confusion about the quorum. It will be continued on June 8 at Macey Center. The mail-in ballots from the first part of the annual meeting will count towards to quorum unless a court order intervenes. It would be very unwise for the SEC board to again attempt to sue the co-op members. They must follow the new bylaw or risk paying damages {SEC Bylaws Article 14, Section 1 “a trustee shall not be personally liable … for monetary damages … unless {b} the breach of failure to perform constitutes willful misconduct or recklessness.}  In fact the board should be conciliatory after their improper closing down of the original session.  The opening formalities and speeches have already been completed so we can pick up with new business.
So we the members will have a chance to address our concerns to the board and management during the continuation of the annual meeting June 8. It is open to all SEC members. If you get an electric bill in your name you can attend and vote. If you were at work during the first meeting you can still attend this one.  Don’t let previous frustrations with SEC fester. Come to this session and talk to the board, the management, and your fellow owners about current problems and a new vision for the future.  Members own this business and with a strong consensus it can serve the whole community again.

Marie Watkins
San Antonio

The SEC Annual Meeting continues June 8, 2013.  Register  1 p.m.-3 p.m.  Meeting at 3 p.m.