— by Margie Doyle, updated and corrected at 4 p.m. —
Orcas Power and Light Cooperative (OPALCO) management, staff, board and coop members met on Orcas Island on Tuesday, Oct. 11 to hear member input regarding recent developments at the rural electric coop, which serves San Juan County. This was the last in a series of meetings held the past week with coop members on Lopez, San Juan and Shaw Islands.
OPALCO General Manager Foster Hildreth moderated the meeting. First on the agenda was the recommendations of the seven-member election processes review committee.
Following complaints and concerns about the election of board members and by-law modifications at the annual meeting in May, OPALCO invited members to join a committee to review its election processes. That committee, made up of Terry O’Sullivan, Co-Chair (Orcas), Wally Gudgell, Co-Chair (Orcas), Ed Sutton (Orcas), Doug Marshall (Orcas), Gabriel Jacobs (Shaw), Rob Thesman (Lopez) and Stephen Shubert (San Juan).
The committee reviewed current practices over 6 weeks, and then reached consensus on the following categories of recommendations:
- Encourage more member interest in the cooperative and its election process. Several specific suggestions are offered, including formal district meetings.
- Elect five of the director positions by district and two at large, in order to encourage greater interest and promote member communications. Replace the present four districts with the same three districts used in County Council elections, and stagger the terms from each district (rather than electing all directors from each district during the same year), so that almost all members vote each year on at least one director position. Recommended transition steps are suggested.
- Create a standing Nominating Committee composed of 3 members from each from the three proposed voting districts, each with rotating 3 year terms. Recruit and nominate the best Board candidates, regardless of incumbency.
- Adjust the elections timeline to provide more time for nominating directors by petition (and update the required number of petition signers from 15 to 20); close voting earlier and allow only absentee ballots to create more time at the annual meeting for substantive discussion and activities.
- Obtain member feedback over the next year regarding the concept of having up to two additional director positions, to be elected by the sitting Board. The goal is to select individuals whose backgrounds would help the Board address our cooperative’s specific challenges.
- Review director compensation, and publicize the benefits of board service during the nominating process.
- Adopt a series of clarifying “housekeeping” changes to the provisions of the Bylaws that relate to elections.
(To read the full report from the committee, go to: opalco.com/2016-MRC-on-Elections-Report )
At the Orcas meeting, committee members Doug Marshall and Rob Thesman explained and clarified some of the recommendations in the committee’s 20-page report. Marshall said, “The charge given was very broad: to do a comprehensive review of the elections process. We were not constrained or guided in any way from [OPALCO] management or the board.”
He described the “primary philosophy” of the committee’s work to be:
1) fair and transparent;
2) resulting in good and competent people [to serve on the OPALCO Board of Directors];
3) development of a culture of member involvement, “which you will see in many of the recommendations,” Marshall said.
He emphasized that the point of the meeting on Oct. 11 — like the ones on Shaw, Lopez and San Juan Islands — is to obtain member feedback. “We want to hear from you.”
Hildreth said that he intended to ask for a show of hands on several issues, as a kind of straw poll about questions that arose from the committee’s work. Among those “votes” were the subjects:
- Do members prefer to vote at the annual meeting, or in advance of the annual meeting so that the meeting can be used to engage in “substantive discussions?” Members indicated that they would like to vote before the annual meeting and have a substantive discussion at the annual meeting.
- Nominating committee recommendation put forth by board. Bylaws are currently written so that recruits for new board position are reviewed over a 90-day period. Do members prefer to have a fulltime committee serving a three-year term, to, “in essence recruit people willing to put in time and effort to serve on the OPALCO board;” or do they prefer the current method? Attending members gave “a lukewarm response” to this question.
- In order to get more people engaged, should the board members be elected from a single district, i.e. Orcas or Lopez, as is the current practice, or should there be “staggered directors’ terms so not everyone in the [same] district is up [for election] at the same time?”
During last spring’s OPALCO election cycle, a petition was put forth that proposed board representation on strictly proportional districts, where the “number of directors in each district would be as closely aligned as possible to the number of members in that district,” Hildreth said. The “strictly proportional districts” idea was voted down. The committee thought the issue should be re-addressed to have more proportional board representation.
Dwight Lewis of Lopez Island suggested that “People have given up on the board and listening to anything OPALCO has to say.”
Hildreth said that there is currently a movement to have more outreach through more frequent meeting, such as the “Tea and Talk” meetings held earlier this year. These meeting need not be strictly scheduled, he explained, but “maybe when topics come up and the meetings can be scheduled as needed in order to get as much participation as we can.”
Marshall reiterated, “One purpose of this meeting is to get feedback.”
A map was displayed that showed the difference between the current four-district board (San Juan, Orcas, Lopez and Shaw) to three districts (combining the Lopez and Shaw districts). It was compared to the three districts of the County Council, in which the entire county votes for the representative from each separate district.
It was pointed out, for example, that when the Lopez district positions are on the ballot, Lopez members turn out 10% more than when another district is on the ballot. One member said, “It gets to the point where we leave ballots blank if the candidate is ‘out of district.’ We tend not to know those people, and so don’t vote when we don’t know the candidates.”
The straw poll seemed to indicate that most people at the meeting prefer to vote for candidates across district lines. One person send, “There’s plenty of opportunity to get to know people from other islands.”
Randy Cornelius, former OPALCO manager and now a board member, said, “OPALCO is one entity and serves critical infrastructure; everyone should want to be a part of it. You don’t want to separate it anymore than it already is by water.
“We ought to be doing things to unify and make us more of a group rather than divided.”
Board Vice President Vince Dauciunas from San Juan Island, said he’d made a study of electric coops and found that most boards have mandates to have “rough proportionality” across coop districts.
The discussion turned to local accountability, and who bears responsibility for decisions. While some decisions are more appropriate to administration or a board, Brian Silverstein, elected last spring, said that for matters that are “more fundamental” should be decided by a vote of the members.
Marshall brought up using “outside” directors; the recommendation from the Committee was to obtain member feedback over the next year on the option of adding additional directors.
Randy Cornelius said such an appointment was unnecessary, as the board already has the right to bring in experts, and “to put in a non-member professional takes away from members’ powers.”
Rick Hughes agreed, saying he was not in favor of an outside position. “We’re a unique county; no one [outside] understands what it’s really like to live here. This is our community; we can run it.”
Rock Island update
Rock Island Communications is OPALCO’s “wholly owned subsidiary,” according to Foster Hildreth. It was acquired by OPALCO early in 2015. OPALCO Vice President Gerry Lawlor, overseeing Rock Island, said that some 800 members have been signed up to the “hybrid” internet system since January 2016. The hybrid system of poles and fiber connections expands broadband throughout the county; it implements Long-Term Evolution (LTE), a standard for high-speed wireless communication for mobile phones and data terminals, to OPALCO members.
Lawlor cited the advantages of partnering with T-Mobile since an agreement was signed last February (orcasissues.com/RockIslandtalkswithTMobile ): Rock Island had planned to place 120 poles before the partnership with T-Mobile, and “our pole count went from 120 to 38 poles. Twenty of those poles are active as of this week,” said Lawlor. T-Mobile’s equipment would cost about $300,000 per pole; its use of OPALCO fiber infrastructure and “backhaul” compensate for the equipment costs.
(OPALCO’s Suzanne Olson explains, “Backhaul is the service of transporting data to a network server center, where it is securely stored, which requires fiber – primarily. OPALCO’s system includes fiber backhaul to a central location in Seattle as well as microwave redundancy to the mainland, in case of a fiber outage.”)
It was noted that as service is deployed, consumption grows. It was also noted that CenturyLink is implementing minimal upgrades, described by one OPALCO member as “too little, too late.”
In response to a question from one of the members, Hildreth said that by 2018, Rock Island will “run in the black.”
Rick Hughes said that as Rock Island “rolls out LTE, the county is following suit to upgrade connectivity.” He pointed out the county’s investment in new software enabling law officers and permitting staff have access to data feed in their cars and in the field.”We’re putting in budget items for mobile wifi hotspots,” he said..
When asked if OPALCO gets return on its investment with TMobile, Hildreth and Lawlor explained that, with OPALCO’s purchase of the wireless spectrum in 2013 from Paul Allen’s company, Vulcan, TMobile gets “backhaul” of OPALCO’s bandwidth.n exchange, OPALCO gets the equipment from TMobile; Hildreth explained that each pole provided by TMobile incurs about $300,000 worth of equipment. “We provide the infrastructure, what they desperately want; and they provide the equipment.”
The October Board of Directors meeting will take place on Thursday, Oct. 20 at the OPALCO on Mount Baker Road in Eastsound, in the Conference Room. The public is welcome to attend.
Picking up on what Brian Silverstein said, mentioned above, measures #2 and #5 would fundamentally alter the relationship between OPALCO members and the Board they are supposed to elect. Any bylaw changes along these lines should not be made unilaterally by the Board, although it does have this power according to the current bylaws. I strongly recommend that if the Board wishes to pursue these kinds of changes, they be submitted to a vote of the full OPALCO membership, allowing members to ratify or reject such changes — like we did on the redistricting amendment earlier this year. That way we could hopefully reach agreement on both sides as to how the Board and members will relate in the future. I made this recommendation at the Orcas open house and hope it will be taken seriously.
Thank you, Margie, for publishing this comprehensive report for Opalco members who could not attend the Open Houses.
Also, thanks to Michael, whose remarks are consistent with one of the fundamental concepts behind the Committee Report: to encourage substantive member discussions as a way to “promote a culture of member ownership and involvement” that will, in turn, encourage more candidates and greater participation in Board elections (Rec #1).
By this standard, the recent Opalco Open House discussions were a great success. There seemed to be strong support for more such meetings.
I thank GM Hildreth and the Board of Directors for involving a volunteer member committee, and for encouraging a very open and wide ranging discussion about how the membership wants to govern their cooperative in the years ahead.
Doug Marshall