Bylaws mean more hoops to jump through
Just received another letter from Socorro Electric Cooperative President Anne Dorough on the Christensen proposed new bylaws that are up for a “Yes” or “No” vote on Saturday, April 25, 2015. My first reaction was “How much of our money is the SEC spending to push this stuff?” My second was “Why are they spending so much money?” My third was “This is double speak and about as un-American as it gets.”
Take the first of the “key points.” The section on “Amendments by Member” reads: “Section 10.01 specifically allows members to amend the bylaws. The petition requirement is standard industry practice. It protects the majority of members from having small non-representative groups igniting expensive conflicts. If there is a serious issue, members can petition and implement change. It is there in black and white. To say otherwise is false.”
That is what it says but … that petition requirement in Section 10.01 call for a petition “containing the names, authenticated signatures, addresses and account numbers of 500 members in good standing (to) have a proposed Bylaw amendment included in the agenda and put to a vote at the next Annual Member Meeting so long as the petition is received by the Cooperation not less than 180 days prior to the Annual Members Meeting.”
If this is standard industry practice which I doubt, than standard industry practice in this case is designed to strip members of their democratic control of their co-op and make them into a circus act of jumping through near impossible hoops especially as the cooperative would be the entity “authenticating signatures,” etc.
The actuality of that proposed bylaw is bad enough but Dorough states that it “protects the majority of members from having small, non-representative groups igniting expensive conflicts.”
I repeat this statement as she seems to have forgotten that this is the United States of America where small groups and individuals have throughout its history brought about change sometimes against overwhelming odds. Think about the Boston Tea Party, the signers of the Declaration of Independence, the Civil Rights Movement, etc.
This small rural electric cooperative does not rise to the stature of those events but the principle is the same. A single SEC member should be able to stand up in a members’ meeting and propose a bylaw and have it voted on by the membership. No hoops necessary. Section 10.01 is a bylaw that should be enough to insure a resounding NO vote on this package.
Nicole Beaudoin
Magdalena
Compare old, new bylaws side by side
I am the independent consultant that Socorro Electric Cooperative hired to conduct a governance audit. After starting the review, it quickly became apparent to me that the current bylaws of Socorro Electric foster dysfunction, conflict and animosity. The bylaws are at the heart of SEC’s problems. These problems cannot be fixed if the current bylaws remain in place.
I made the decision to propose a complete overhaul of the bylaws. The new bylaws are based on best practices in the electric cooperative industry. They also preserve points that are important to the members of Socorro, including guaranteed voting by mail-in ballot, open meetings and inspections of records. I have read many comments suggesting that these points were excluded. Those comments are false.
The members of SEC have an important decision to make at the special meeting – the selection of which bylaws will govern the cooperative going forward. Again, the old bylaws are at the heart of the cooperative’s problems. If the old bylaws remain in place, there will be no end to the continuing conflicts and wasteful spending – and no insurance company will want to risk coverage when dysfunctional corporate governance makes continued losses a certainty.
It is time to fix the problems at Socorro. Please consider the old bylaws and the new bylaws side by side. The old bylaws are a disaster. The new bylaws are solutions. It is time for Socorro to start doing what works throughout the country. I respectfully urge the members to vote YES.
Aaron Christensen
Governance consultant and North Carolina-based attorney for electric cooperatives throughout
the country (not licensed in New Mexico)
Members should give bylaws a chance
My fear is that Socorro Electric Cooperative’s board has dug such a deep hole of mistrust that no effort, amendment or proposal offered by the board will be received with any consideration by a substantial number of members.
The existing method of effecting amendments is not practical and has proved ineffective with different districts offering different proposals and two years then being required to bring proposals to a vote.
We are now being asked to approve the bylaws proposed by Aaron Christensen. These new bylaws will allow amendments being put to a vote at a special or annual meeting, if presented 180 days prior to the meeting, and presented by petition of 500 members.
I believe we should approve these new bylaws. See how they work. After a period of time and testing, follow the procedures set forth to bring about change, if that is found to be necessary.
Joseph F. Coursey
Socorro
New, better bylaws streamline process
I have to agree with Ian Jenness’ cogent letter in last week’s Chieftain that “adversarial behavior about SEC needs to stop.” Like Mr. Jenness, I think many of us have grown “weary of the accusations, the vitriol and backbiting.”
The bylaws now being presented to us are conceived as a whole. Before this, (and without meaning to) it felt like we were constructing and amending our bylaws piecemeal. It is time to “accept the proposed bylaws and get on with the operation of the co-op in a positive and productive manner.”
Some folks are still raising questions about term limits, raising the number of trustees to seven, eliminating district meetings, trustee compensation and the rules for retiring capital credits. If you read Anne Dorough’s carefully-written letters and the (Part II) Bylaw Analysis and (Part IV) Analysis of Discrete Issues, (which are included in the packet of information obtainable at the SEC office), you will find careful explanations that aid understanding – explanations that are rational and make sense.
In addition, there is a well-thought-out procedure for amending the bylaws if, at a future date, a specific section or rule proves undesirable or unworkable. These procedures streamline the amending process, compared to what we now have.
So, like Mr. Jenness, I would compliment the reformers. Because of their prodding, we have accomplished a great deal. I commend all the members who have sat through long meetings in their attempt to understand and bring about needed changes.
I appreciate the work Mr. Christensen has performed. And I definitely agree that it is time to vote for the proposed bylaws, stop our adversarial behavior and let our Socorro Electric Co-op get on with its operation.
Shirley Coursey
Socorro
Be informed about bylaws before voting
I have read with interest and increasing alarm the recent rash of letters to the Chieftain attacking the proposed new bylaws for Socorro Electric Cooperative. And what an irritating rash it is! How can people misrepresent the truth with such a straight face?
As everyone in the co-op service area must know by now, we’re holding an election April 25 for members to vote up or down on the proposed bylaws. They’re a total rewrite of our past bylaws, which have been amended, patched and pieced together so many times over the past 70 years that they’ve become almost useless.
That’s why the Board of Trustees — by unanimous vote, mind you — hired national cooperative consultant Aaron Christensen to review our co-op’s governance. Because he found the bylaws were causing many of our internal problems and controversies, Mr. Christensen independently decided to come up with all-new bylaws based on both the best practices of the 21st century and the particular needs of Socorro Electric. Christensen did a great job clearing out the nonsense and clearing up the confusion. Compared to the old bylaws, the new ones give members more direct control over the co-op in every case. If you read them for yourself, you’ll see.
But don’t take my word for it. Come to the bylaws election meeting Saturday, April 25, starting at 1 p.m. at Finley Gym in Socorro. (Voting closes at 3 p.m.) Besides refreshments, door prizes and energy credits for registered members, we’ll have a booth set up with copies of the old bylaws and their proposed replacements. We’ll answer any questions you might have. In the meantime, you can do the same thing at www.socorroelectric.com. Just click the big blue button that says Board Governance Report.
Some folks are trying to turn the bylaws election into a referendum on the board. That’s a huge mistake. If you don’t trust your trustees, then vote them out at the next election. Under the proposed bylaws you’ll also get to vote right away for two additional trustees on the board — if a larger board doesn’t increase democratic control, I don’t know what does.
As every politician seems to know, running a negative campaign that scares people is an easy way to grab voters’ attention. That doesn’t make it the right way. When you see someone twisting the truth, you have to wonder what their agenda is. Some opponents of the bylaws are doing just that. On the other hand, if you visit the SEC booth at the election meeting, you’ll see we have laid everything on the table.
Anne Dorough
District V
President
Co-op clinging tooutdated business model
Skim the net metering article here: http://blog.euci.com/?p=321 and think of the long term implications for our co-op.
Gradually, our distribution system is going to have less and less intrinsic value as more and more people opt-out and the co-op tries to pay its bills using “an attempt to desperately cling to an outdated business model.”
Do you sell your buggy-whip factory before or after the Model-T is announced? Before, because after it has only scrap value. It is extremely conservative to say that within 10 years you would not build a rural new electricity-using-facility or home hooked to the co-op, unless you like flushing money down the loo.
That’s why you should never vote for the new bylaws. Section 2.09 (see below) states that if you substantially reduce your electricity use or disconnect from the co-op that you are on the hook for whatever income the co-op thinks they were going to get from you — forever. Say your current summertime bills are $200. If you conserve and with alternate power that bill is half of what it is today, the co-op can still charge you the full bill — forever.
What a great idea, the co-op which is dying administratively, financially and democratically, is signing us up against our will to pay them — forever. Even if management, and the market forces that the board refuses to acknowledge, run the buggy-whip factory in the ground — you pay forever. How in the world is that reasonable, fair, or appropriate for a 70-year-old co-op? How can that fly under contract law?
Here is new bylaw Section 2.09 – Reduction in Cooperative Services: As required or allowed by Law, and as determined by the Board, if a Member substantially reduces or ceases the use, receipt or purchase of electricity from the Cooperative, then the Cooperative may charge the Member, and the Member shall pay to the Cooperative, the reasonable costs and expenses incurred by the Cooperative in reliance on prior assurances regarding the anticipated future use of electric service by the Member.
Greg Miller
James Cherry
Bylaws allow members to enact change
One positive aspect of the current round of Socorro Electric Cooperative’s bylaw controversy is the lively debate being conducted on EDC’s editorial pages. What I have seen and read to the most part has been healthy debate: stating views and opinions without the vitriolic name calling of, say, national politics. SEC members can give themselves a pat on the back for that. Healthy debate is an important part of successful cooperatives.
I have watched the SEC for almost 40 years now. To say the least, it has been a study in human characteristics and sociology. I was both surprised and delighted when the reform movement gained hold and then pushed through the amendments down-sizing a bloated board of trustees. At the time, I voted, en bloc, for the amendments crafted by the “reformers,” believing that only by pulling together could any changes be made.
Since that time, the bylaw amendments have survived legal challenges; new districts were drawn and approved and new board members elected. Some of the arguments against the currently proposed bylaws go something like: “Well, the board sued us!” While technically that may be correct (i.e. the board as an entity is still the same entity) it is wrong thinking. The “board” that sued the membership in district court over the initial bylaw changes is not the same “board” that is in charge now; the trustees are different. In fact at least three of the five board members now serving ran as “reform” candidates and all the current trustees were elected by the districts under the new rules. Are you then going to summarily dismiss your chosen candidates just because they now are part of the establishment?
Personally, I have found chairwoman Anne Dorough to be intelligent, dedicated, open-minded and willing to consider various options. I am impressed that she took the time and effort to become fully certified to serve on an electric board. I have no reason to doubt her logic, and I am positive she knows a heck of a lot more about running the cooperative than I do.
If you want to learn how to do something, you learn from an expert, right? The board hired a company with expertise in rural cooperatives to look at our decidedly confusing, poorly written and unworkable bylaws. Those who object to the company being from North Carolina might consider that, not only is the consulting firm well known for its work, but N.C. isn’t that very different than New Mexico, both in latitude and attitudes.
To be honest, I have not read the proposed bylaws but I have read the consultant’s report and analysis. I found it to be realistic, logical and tailored to our area. It addresses each change and why it is being recommended. The authors worked to make a cohesive, understandable and workable document that addresses our needs and stays within legal bounds. I am not trying to say the document should be cast in stone and never changed. Some members have voiced opposition citing bias against renewables.
That may well be an area that needs to be addressed and changed in the future. And, as you must admit, the proposed bylaws clearly spell out how members can enact changes. Really, are you willing to “throw the baby out with the bath water” so to speak?
Back to a mini-summary of the SEC’s most recent history: Since the first changes were approved additional changes were pushed through but found to be illegal, unworkable, poorly written and confusing. Other than for trustee elections, districts have not obtained the necessary quorum to do business. I admit that I left my district meeting because it appeared a mob personality was taking over the meeting and disallowing any real conversation or debate. To some of us, it just seems that the more things change the more they stay the same.
Meanwhile, the city refused to negotiate with the SEC for new agreements over its use of city property. The council agreed to consider ways to acquire the electric company, which in my opinion if accomplished would ensure the SEC’s demise. I for one want to go strongly on record as being against paying PNM, a corporation, to deliver my electricity. I’ll take a cooperative over corporation any day.
In addition to the reasons above, this is why I will vote for the new bylaws on Saturday:
1. Five board of trustees is too few. The business is complicated and deals with bunches of money. Additional board members: fewer responsibilities per member, greater power sharing, better representation of members.
2. Term limits may be good-intentioned but are misguided. They limit good leaders and lower the knowledge and understanding of the board members individually and the effectiveness of the board as an entity. Again, this is not national politics and members can vote out trustees they no longer want to serve.
3. Getting rid of district elections does make the cooperative more democratic not less; it lowers the probability of the cooperative being “hijacked” by a few individuals.
… and my favorite:
4. The new rule which limits membership to actual people and real businesses – thus eliminating a person or entity from getting an additional vote because they own a yard light in a district.
Gwen Roath
Socorro
Members should decide bylaw changes
After reading the three letters published in your most recent issue, I had to agree with the writers and decided to let your readers have another good reason to reject the proposals of the co-op’s manager and the three board members he seemingly controls.
It should be the membership of the co-op that proposes changes to bylaws that govern the co-op. In this case it is way less than a quorum of the members attempting the task. The general manager and three trustees along with the board lawyer and an “expert attorney” are proposing bylaw changes. That is a total of six people, of which three are not even members of the cooperative.
The decisions of only three people can’t be representative of what the members think of what is in the best interest of our cooperative, especially when the law firm involved tried to overturn the election of District 3 Trustee Melissa Amaro just six months ago. Those members in attendance, at the time will recall that Ms. Amaro won by 60 percent margin over three incumbent trustees during the election, with more than a registered quorum present and voting, not to mention the main in votes which she also won.
With these facts in mind read what the “expert” proposes to eliminate Ms. Amaro’s effectiveness as the membership’s choice. I quote the last paragraph under the proposed bylaw Article V – Trustees Section 2.1 – Qualifications, g. “Notwithstanding these rules, and recognizing the possible appearance of conflict of interest, Trustees that are former employees and that are serving on the Board of Trustees upon passage of these Bylaws shall continue to maintain eligibility to serve as a Trustee but shall recuse themselves for a period of fire (5) years from taking any actions or participate in any debates involving the employment or review of employment of the General Manager of other executive staff.”
To whom do you suppose the “expert” is loyal? This seems to me to be a contrived attempt to discriminate against Melissa Amaro by undoing the will of the members who elected her. All other trustees use their discretion to avoid the appearance of having a conflict of interest. Ms Amaro should also. Any claim to independence, objectivity, lack of bias or credibility made by this “expert” is lost through this deceitful act.
The general manager, regarded by many as the “intolerable turnover tyrant” could have written this amendment himself as the poisoned hook to retroactively reach back and remove the hard-earned knowledge she gained as an employee of the co-op for almost 20 years.
Any trustee having dealings with the manager may possibly observe a dishonest sentiment, action or poorly-handled event and those observations rightly form the basis used to evaluate the quality level of the executive’s performance. Every trustee has the duty of overseeing performance of the organization and the executives’ positive or negative effect on that performance. If I liked everything else about these proposals (I don’t), I would vote “No” because of this abominable, discriminatory provision.
Yours truly,
Andy C. Romero
Retired SEC employee
Albrecht’s Tibet column right on
I’m writing in response to Kathryn Albrecht’s March 26 column titled, “Firestorm on the roof of the world.”
I appreciate Kathryn’s call for compassion and support for the people of Tibet in the face of the Chinese leaders’ efforts to repress Tibetan culture and religion. I also salute Kathryn for expressing appreciation for the Chinese people and Chinese culture.
I hope and pray that the Chinese government changes its Tibetan policy to a win-win solution that gives cultural and religious autonomy to the indigenous people of Tibet within the Chinese nation.
This is what the Dalai Lama supports calls “the Middle Way.”
Sincerely,
Joan Truesdell
Socorro
Board’s bylaw revision process self-serving
How many SEC users/owners, along with me, have been flabbergasted by the extreme propaganda campaign being pushed at us by Anne Dorough, Dave Wade and some other SEC trustees? They claim to support us, the “owners” of SEC, but actually have been spending a lot of our SEC money on multiple sales pitches to legalize their selfish agenda and solidify their control. Outrageous – spending our own SEC funds – repeatedly – trying to sell their self-serving bylaws.
As SEC user/owners, we are experienced, wise and fair as we attempt to do what is best for the SEC. Rather than allowing our proposals to go forward during the past several years, some Board members have used the process to stonewall our efforts. Repeatedly, they have blocked carefully designed district Bylaws proposals – often refusing to listen to us and thwarting our efforts for improvement.
Yet, now they have the guile to force a vote for their own self-serving bylaws revisions while using our funds for a ridiculous propaganda and sales campaign. They are spending our funds to offer a free vehicle, a flat screen TV, other financial favors and free food simply to entice votes and give them even more control. Does this pass the smell test with you?
Our SEC members are intelligent and thoughtful people, so there is no need to dissect all of the Board proposals here. Basically, they promise to “restore power and control” to members. Well, who took the power away and where is it now? Actually, the power has been, and is, ours. We simply need to use it more wisely for the good of SEC.
For years they made the bylaw revision process messy and ineffective for us as user/owners. Now they propose to “streamline” it for their gain. One big success was our reducing the number of expensive and self-serving board members and correcting some districting problems. Now, they propose to reverse that by enlarging the board and increasing its operating expenses. For what good?
To them “democracy” means eliminating our district meetings, the one opportunity we have to address and act upon SEC matters on our turf and in our terms. If they were to control all meeting agendas and discussions, how could that ever be more democratic than our having our own district meetings? Disingenuously, they use the term “democracy” in trying to change board terms that could take us back to the long-term “good old boy” days of “you scratch my back and I will scratch yours.”
The following may be the worst part! Instead of seeking and using the wisdom of its members, the SEC board spent our money – lots of it – to hire an east coast “consultant” to tell SEC how to operate. Their “consultant” has zero direct experience as an SEC user/owner. “Consultants” are always looking for another payday and need glowing praise to help their business.
If the SEC board told the consultant what to recommend and is promoting that at our expense with this propaganda campaign and if the SEC board gets what it wants, would they not give the consultant glowing praise? In order to take these glaring risks, the power people on the SEC board must be feeling desperate. Why? What do they have to hide – what are they trying to gain at our expense? Are we so uncaring and ignorant as to vote for their takeover? I am not.
Paul D. Walker, Ph. D.
Quemado