— by Chom Graecen —
To: OPALCO Board of Directors and General Manager Foster Hildreth,
Firstly I would like to commend the board for engaging members to provide inputs and recommendations to OPALCO on important matters such as the elections. The Member Review Committee on Elections and the planned Open Houses on different islands are a welcome part of the process by the board and management to gather input from the membership at large. Such endeavors take time and resources on OPALCO’s part but are crucial in building member trust and buy-in on decisions that are crucial for the governance and operations of OPALCO.
I would also like to acknowledge the considerable time and efforts that the members of the committee has put in to come up with the recommendations. That said, the limited reach of OPALCO’s announcement about the committee application process and limited time frame for members to apply to serve on the committee made it inevitable that only a handful of members were aware of the process and able to apply to be on the committee. Though members of the committee happen to come from four different districts, their views and demographic mix are by no means representative of the OPALCO membership and should thus be treated as such.
Given that the work of the committee represents personal views of the committee members, not that of the OPALCO membership, I am therefore writing this letter to present another voice as an OPALCO member. I have serious concerns and comments in reaction to the proposed recommendations of the committee as detailed below.
Dilution of OPALCO members’ power and the board’s accountability
The most serious concern I have regarding the committee’s recommendations is the dilution of the members’ authority over the board. As a co-op, OPALCO is accountable to and regulated by no one but its members (Washington Utilities and Transportation Commission regulates all utilities but co-ops). The only mechanism by which members exert control over the board is through direct election of all the directors.
The power of members to hold the OPALCO board accountable will be significantly diluted if the three following changes recommended by the committee were to be implemented:
1) Of the total 7 (or more) director positions, two (or more) directors of the OPALCO board are to be appointed by OPALCO directors, instead of being directly elected by members.
2) These two (or more) appointed “at large” directors are to be appointed from outsider non-members, instead of residents of San Juan County.
3) Instead of the current county-wide election where all members elect all 7 directors, the proposed change of “election by district” will limit Orcas and San Juan residents to elect only 2 directors each, and Lopez & Shaw residents combined to elect only 1 director, out of the total seven (or more) positions.
I fail to see how such proposed dilution of members’ power to directly elect the board of directors will lead to improved representation or accountability. Given that the mission of the committee is to “to support a transparent election process that enables members to feel fairly and well-represented,” the three recommended changes, mentioned above, are unequivocally counter-productive and should be dropped entirely.
On the issue of “election by district” vs. county-wide representation, the current system at OPALCO is consistent with the way the San Juan County Commissioners are elected. In 2012, the SJC voters voted to abandon the short-lived “elect by district” system in favor of returning to “county wide” representation, for very good reasons: accountability to the entire county and fairness of ”one person one vote”.
The current system at OPALCO where members get to elect all director positions is working fine. Each director is directly accountable to every member in OPALCO territory and unify the membership as a whole. All seven directors make decisions for the whole county based on the approval of the whole membership. When each member votes for all of directors, not just a portion of the board, and each voting member, as an individual, regardless of where he or she resides, has equal influence over the outcome of each election. This system preserves the one-member-one-vote rule.
In contrast, election by district gives unequal right to votes from different districts as a result of the difference in ratios of director positions to the total number of members in each district. The proposed change to “election by district” (2 SJ positions elected by 5000 members, 2 Orcas positions elected by 3700 members, 1 Lopez & Shaw position elected by 2500 members, and 2 “at large”) will mean that while votes of members living in San Juan and Lopez & Shaw districts have roughly equal weight, votes of members living in Orcas district will be counted 1.35 times the weight of votes from other districts. This “elect by district” proposal is therefore neither fair nor consistent with the one-member-one-vote principle.
As the saying goes, “if it ain’t broke, don’t fix it.” In this case, the proposed changes will likely break, rather than fix, the current fair and well-represented election system.
Disrespect of members’ majority vote
At the 2016 Annual Meeting at the end of April, the member-initiated bylaw amendment by Rob Thesman to “reapportion the number of directors’ seats attributable to each of the Districts” was struck down by the majority vote (60%). Despite the election results, the Member Review Committee on Elections, which included Rob Thesman, chose to ignore the majority opinions of the members and proposed a reduction of the director positions for Lopez and Shaw Districts from 2 and 1 respectively to one combined. It is possible that members’ opinion can change over time, but to disregard the majority vote that just happened less than five months ago is disrespectful to the majority of the voting members. This particular point reinforces my view that the committee is by no means representative or aligned with the majority of the members, and should therefore be treated by the board accordingly.
Thank you for your consideration.
Chom Greacen is an OPALCO member who lives on Lopez Island
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Thank you, Chom, for alerting us to this proposal. I, for one, was unaware of the call for members to step up for a Member Review Committee, although I may have overlooked such an invitation in our emails or monthly invoices. On brief reflection, the proposal to have the Board name two of its members instead of having them elected is a singularly BAD IDEA. The OPALCO membership gets precious little input into the decision-making process of the “Coop,” and this proposed change would dilute it still further.
I can see little, if any, rationale for such an approach — other than to dilute membership input. We have been able through the normal electoral process to get extremely experienced members to serve on the Board. The recent election of Brian Silverstein, who brought decades of experience at BPA managing hundreds of employees. Vince Daciunas and Jerry Whitfield are other good examples.
And the involvement of Rob Thesman in this proposal is indeed worrisome, as Chom says. The membership roundly defeated his proposed amendment at the last annual meeting by a landslide margin. Now he pops up again with another such unpalatable proposal. This sounds like a game of “Whack-A-Mole” to me.
Well stated, Michael
In my letter above, I made a mistake. The review committee made a recommendation (#5) for the board to consider appointing two additional directors from outside non-members. These two directors would be Positions 8 and 9. The two “at large” directors (Positions 6 and 7) are to be elected by all members, not appointed by the board as I erroneously understood. My apology for misstating the facts.
OPALCO’s decision to form a Member Review Committee to create these recommendations is commendable. I recall that solicitations to join the committee were public and well communicated.
I’ve read the full committee report and find the recommendations thoughtfully considered – there are several worthy suggestions. That being said, I concur with some of the reservations reflected here. While extending two at-large board positions ex-membership to achieve a goal of an experienced board with a broad skill set may ultimately make sense, selecting these members through an internal vote does not.
As a counter-point, the rich diversity of experiences, skills and smarts in our local community seems a sufficient resource from which to nominate board members…combined with OPALCO’s common practice of hiring consultants to advise on often complex matters, I simply don’t see the problem that this particular component of the committee’s recommendation is addressing.
Thanks for your clarification, Chom.
The selection of two non-member Board members still dilutes the OPALCO members’ influence on actions of the Board, but by 2/9 not 2/7. That is still a bad idea, if not quite as bad.
If the Board feels it needs outside expertise to help it address technical issues, for example, it can hire these experts as consultants (as it has done in the past) or do as Michael Karp just suggested in a parallel open oetter to OPALCO. Such people should not be given governing responsibilities as Measure #5 suggests. That should only be given to Board members duly elected by the entire OPALCO membership according to election procedures acceptable to that membership.
And let me here echo Mr. Karp’s telling criticism that the Member Review Board does not at all reflect the OPALCO membership: all white males, no women or Latinos, and four of them from Orcas Island. The old boys’ network.
I think we need to start all over again.
I may no longer be an OPALCO member, but I am still a resident of Orcas Island where I have lived for the past 34 years and worked as a Member Services Representative of OPALCO for 18 years up until I retired three years ago. Up until a month ago when I sold my house in Eastsound and moved in with family (who are OPALCO members)I was a member of the cooperative. I feel it’s my responsibility to voice my opinion after what I’ve been reading. I obviously don’t really know what is going on because I’m sure only part of it is published, but I am sick at heart at what has been happening to a business I have know and loved for 35 years (we purchased property here a year before we decided to move here). People used to kid about “occasional power and light” when we had quite a few more outages than we have had recently because we have had improvements to the system over the years.I never liked hearing that term because it was making fun of our wonderful member-owned cooperative. What I’m reading and hearing now upsets me even more. I have to ask what is happening to the cooperative I’ve known and loved for so long? Why are so many people upset and angry with OPALCO, especially it seems where Rock Island is concerned?
Measure #5: Two non-member Board members? Who on earth came up with this, and why? This is a member-owned cooperative, members elect the Board, and the Board answers to the members.How can one, let alone two non-members help make decisions for a cooperative they do not even belong to? Decisions that will affect the members against their will? Yes, there will still be some Board members who are elected by the members, but not all! No sense can be made of this idea at all.It almost sounds like OPALCO is trying to pull a fast one on the members – perhaps something even as drastic as getting ready to sell the cooperative that has been a large part of San Juan County since the 30’s? Or, maybe just a stupid idea someone came up with which will cost the cooperative more money by paying for more Board members to attend classes, food and lodging possibly for such classes, medical insurance, etc.With Rock Island and possibly two additional Board members I suppose we won’t see the other half of our Capital Credits for last year either. First year we haven’t received our full amount for electricity we paid for 25 years ago just happened to occur right after OPALCO bought out Rock Island. Coincidence? I think not! Sad that the administration and board no longer seem to value the members as their first priority. I don’t need a phone call after my comments this time that the administration is unhappy with my post. I had complained right after getting one-half of my Capital Credits and was assured we would be getting them in the next one to three years. Of that I am also doubtful. Sad and disappointed former member –
Speaking as one member of the Opalco Election Reviw Committee, but not for the Committee, let me emphasize that the recommendation regarding outside directors was for the Board to sponsor a DISCUSSION about the use of “outside” directors. A constructive member discussion. Isn’t that something we want to encourage??
Our Committee recognized that non-member directors would be a change in the culture of the Opalco cooperative, and that an informed dialogue about this option was a necessary first step. Our Committee report addresses many of the questions posted above.
The Committee feels the concept is a good one — but speaking for myself, I hope the main result is to demonstrate the collective wisdom that can come from constructive member participation. Remember: one of the cooperative principles is member participation in the affairs of the cooperative.
Let’s cheerfully consider the possibilities. Many cooperatives use non-member directors for the same reason that the Boards of investor owned companies select new directors whose expertise broadens the collective wisdom of their Board. We all want knowledgeable Opalco directors whose collective experience helps make better decisions. The question is whether this particular tool — which is legal, and used by others — will be helpful for this particular cooperative.
I worked for a cooperative that took this sort of a step. Our Board talked to the members, answered questions about how it would work, and found agreement that it was worth trying. I have been gone a dozen years, but they are still using outside directors. I doubt it is even controversial today. The elected directors pick the outside directors, so member control is maintained. And of course the elected directors way outnumber the outsiders. I can not envision any coop Board bringing in a non-member director who does not respect the member owned nature of a cooperative.
No proposal for change will be accepted unanimously. All 11,200 Opalco members should be encouraged to think about this. The upcoming Open Houses are a way to participate. Y’all come!