The Pedernales Electric Cooperative Board of Directors is reviewing its bylaws, proposing changes, as well as a “Member Bill of Rights.” Now the co-op is seeking citizen input.
A public forum will be held Jan. 13 from 6-9 p.m. at PEC’s E. Babe Smith Headquarters Building in Johnson City to discuss possible revisions, updates and improvements to the cooperative’s bylaws. The board will take that feedback into account as it considers what changes to implement.
“A number of the reforms that have occurred over the last couple of years — particularly in respect to open meeting and election laws of board members — has convinced us to offer a members bill of rights,” said PEC President Larry Landaker. “They (the proposed new bylaws) cannot be changed, except by a vote of the members. This is a historic first — not just for PEC — but for any cooperative in the nation, as far as I know.”
PEC’s bylaws establish rules govern the conduct of the board the and its membership, as well as providing guidelines on meetings, board elections and qualifications for membership.
The examination of the co-op’s bylaws comes in the wake of a lengthy and ongoing investigation which already led to multiple indictments — including former General Manager Bernie Fuelberg.
The meeting will begin with a presentation regarding the legal and policy considerations that arise from possible revisions to the bylaws. The meeting also will include a discussion of the proposed Member Bill of Rights. If approved, the Member Bill of Rights would list core rights of cooperative members, which is likely to be on the ballot for the June 2010 PEC election.
Additionally, the meeting will include a discussion about which potential bylaws changes would require amendments to the Articles of Incorporation of the cooperative, which is a charter. A change to the charter must be approved by the PEC membership and will also be included on the June 2010 ballot.
The bylaws committee members are District 7 Director Dr. Patrick Cox (Committee Chairman); District 4 Director O.C. Harmon; Advisory Director Lamont Ramage and Landaker (District 6 Director).
The meeting will allow members the opportunity to make comments and fill out a feedback form. PEC’s board will take that feedback into account as it considers what changes to implement. Any revision of bylaws requires a two-thirds vote of the entire seven-member board.
“There are several issues we are trying to address with the bylaws,” said Cox. “We need to bring them up-to-date and make certain there are no conflicts in the bylaws we are trying to incorporate into the PEC. Principally, we want to protect open meetings, open records and one-member, one vote concepts.”
Once PEC has compiled the member input, the committee will present a final draft to the board for its consideration in February.
Member Bill of Rights
The Member Bill of Rights “embodies the core bylaw elements that, because of their fundamental importance, cannot be amended without the consent of the membership.”
Changes to the bill of rights would require a two-thirds vote by the board of directors and the approval of two-thirds of the members of the cooperative voting in person or by proxy.
The Member Bill of Rights includes:
• Voting and Election Safeguards: A member has the right to fair and open director elections, with nomination to the director ballot by petition. Proxy ballots are prohibited for use in any director election.
• Open Meetings: A member has the right to attend every regular, special, or called meeting of the board of directors and its committees, except for executive sessions as allowed by policy or law. All meetings shall be called with proper notice, and any final action, decision, or vote on a matter shall be made in an open meeting.
• Open Records: A member has the right, on written request stating a proper purpose for the request, to examine and copy at the member’s expense the records of PEC relevant to that purpose.
• Initiative and Referendum: A member has the right to place any subject upon the agenda for the annual meeting, or for a member vote, upon the ballot for the annual election to the board of directors, upon timely presentation to the board of directors of a petition signed by 6 percent of the members of the cooperative. The outcome of any such discussion or referendum shall be advisory to the board of directors, and shall not alter the duties, powers and responsibilities of the board of directors under law, the articles of Incorporation, or these bylaws.
Bylaws Topics for Consideration
• Membership Procedures: Currently, the cooperative’s bylaws do not require a signed application as a condition of membership. A signature requirement would provide protection for both members and for the cooperative.
• Board Election Procedures: Currently, candidates in an election must have their primary residence in the district in which they intend to run. Directors are elected by and represent all cooperative members in the system known as at-large voting. A possible alternative system is single-member-district voting, where directors are elected by and represent members from within one district and members would only vote on one director every three years.
To run for election, candidates must currently turn in a petition supporting their nomination, signed by 50 members from any district in the Cooperative. Possible changes to the nomination process include increasing the number of required signatures, or requiring that nomination signatures come from members within the home district of the candidate.
• Director Terms: Currently, directors serve three-year terms and are not limited in the number of terms they may serve. Possible changes include altering the term length or imposing a limit on the number of terms a director may serve.
• Advisory Directors: Currently, the bylaws allow the board to appoint advisory directors, who serve as non-voting participants in Board and committee deliberations and activities, and who are compensated on the same basis as elected, voting directors. A revision of the Bylaws could eliminate or change the role of advisory directors.
• Board President Succession: Currently, if the board president is removed or otherwise permanently leaves office, the vice president becomes president, and an election is conducted to replace the vice president. That language has raised concerns that the provision violates a state law requiring a cooperative president and vice president to be elected by the board. An alternative would be an election to be held by the remaining board members if the presidency becomes vacant.
• Removal of Board Members: Currently, a board member may be removed only for cause and only upon presentation of a petition signed by 25 percent of the membership requesting removal. That requirement translates into a need for roughly 50,000 signatures to initiate the removal process and a vote by similar number to approve removal. Alternatives include requiring a lesser number of members to approve removal and allowing less cumbersome mechanisms for removal of board members who are found to have violated or failed to perform their duties or have become unqualified to serve.
How to participate by mail, email
Members may e-mail suggestions or comments to bylaws@peci.com, or mail them to Pedernales Electric Cooperative Inc., Governance, Bylaws and Legal Committee, P.O. Box 1, Johnson City, 78636-0001.