OPALCO and Rock Island Offer Retraction, Confirm Election Neutrality

Amen Ed!!

100% agree with Tony, Ed and Steve. The OPMA is good policy and is a tried and tested way to assure transparency.

I think these are great suggestions. We could put it forth as an initiative. I am hopeful that everyone here gave serious consideration to the by law change that allows for fair, equal, proportionate representation.

Theresa Haynie for OPALCO: OPALCO uses a third party company that prints the ballot and voting guide, handles all online voting, receives all the absentee ballots, and reports the election results, including the tally on any bylaw amendments. Voting online is handled by an independent auditor who announces the combined results at the Annual Meeting.

Thank you Theresa!
Spirit
Eagle

In regards to having our co-op follow the OPMA (Open Public Meetings Act) in how it conducts board meetings… I put forward a member-initiated petition for a vote of our member-owners at the 2015 annual meeting, but the board disallowed it because of advice from their lawyers. I did this when the board was reviewing wholesale changes to clamp down on member powers. Specifically, one of these bylaws changes included requiring 10% of the membership to sign a member-initiated bylaws amendment petition in order for it to be considered for inclusion in the ballot. That is the same high-bar for member initiated board member recalls. I also put up the petition because much of the important decision making was being done in secret executive sessions. Including discussion and actions taken on some of the bylaws. In one closed executive session the board discussed and voted on a bylaws change which a board member actually had it recorded in the record that he believed the vote and discussion should have been held in an open meeting.

For anyone interested in the bylaws amendment I put forward to have our board follow the OPMA I will post a link to the letter from our GM and the law firm.

I pointed out to our General Manager that the co-op lawyers seemed to not be aware of case law in which an appeals court upheld the right of its member’s vote to have their board meetings follow an OPMA. I respectfully asked that the lawyers review it with that in consideration which they did, but they made a claim that it essentially didn’t change their opinion.

I could have appealed it, but unfortunately the only method for doing that is taking the board to county superior court. After all it is merely a positional opinion letter from the lawyers and a good lawyer can make an argument for whatever position the board wants to pay for.

By the way, the members of that electric cooperative whose members voted for OPMA meetings were sued by their co-op’s board who claimed the by-laws change forced an undue hardship on the board and management. The appeals court rejected the board’s claim in essence stating that the owners of the company had a right to have their board meetings run openly. They might later find it to be a mistake, but then the owners were free to change it back.

In regards to Neil’s comment that “It’s a cooperative”, I think it is important to realize there is something known as the cooperative governance triangle. You can see a diagram of this on page 18 here:
https://www.nreca.coop/wp-content/uploads/2013/07/Module1LegalandInstitutionalEnablingSystemsforSustainableElectricCooperativeDevelopment.pdf
There are innate challenges to keeping a balance in that governance between board, management and member-owners. Where it breaks down or gets unhealthy is when one or more of the 3 components gives lip service to issues, unnecessarily excludes the owners, or outright ignores the others.

A rural electric co-op is a construct of New Deal politics designed to give special privileges to them in competition with private industry. It is a monopoly, whose board can ebb away powers of its owners. Likewise, management can be given too much power or the board can become a rubber stamp. Alternatively, it would be chaos having too much power in the hands of the members.

Best practices allow for and encourage all member-owners to observe open board meetings and to use the OPMA guidelines on explicitly recording in the agenda when the executive session would be held during an open board meeting, a high-level explanation of what is to be discussed, and how long it would be before the attending members will be allowed back in to observe the board meeting. But this was not how it was done for a long time. I suggested all this in a polite letter I wrote to our co-op board back in 2012 after I attended a board meeting whose agenda described as a discussion item the update on broadband plans. There was nothing in the agenda that said it was going to be in executive session. When the broadband update discussion started there were about 2 sentences said about the broadband plans, the executive giving the report then stopped and the board president announced they were starting an executive session. As I packed up I asked the board president if I would be allowed back in to listen to the General Manager’s reports on our co-op and I was told someone would come get me from the waiting room when the executive session was done. I waited over 3 hours before someone remembered to come and get me. I rejoined the meeting just as the General Manager was finishing his reports.

My letter to the board also suggested that when possible the board should schedule executive sessions so that member-owners don’t have to wait for hours unnecessarily. In that particular case there were no expensive consultants attending so the board could have put that executive session at the end of their meeting.

One best practice our board has had is allowing members to give feedback at the beginning of their open board meetings. In fact, I’ve been impressed when board members have asked me for my opinion about a discussion item in the middle of their board meeting. This is something that a board does not have to do, but doing so can be healthy. In one instance after a board member put forward a bylaws change and the board voted in favor of the revision I asked that board member at the subsequent break if he intended to take powers away from our member-owners and I explained how the wording he used in the revision did exactly that. He genuinely admitted he had not and asked at the restart of the board meeting that they strike that vote, go with the rewording I suggested and the board voted in favor of the reworded bylaws change.

I think that last example demonstrates a couple things. One, how relatively little care an entire board can take in protecting member’s powers and the value of member-owners actually providing some observation and feedback to such changes.

Personally, I think it would be a healthy idea to follow the OPMA as my bylaws amendment was devised that includes additional clarifications to allow more leeway in what the board can include in executive sessions.
 
Gray Cope
45 year resident of San Juan Island and OPALCO member-owner