On Thursday, April 19, representatives of the Repower REC campaign formally contacted the Rappahanock Electric Cooperative board to propose the bylaw amendments that are the foundation of our campaign, and to notify the board of our intent in taking the required steps for our amendments to be included on the ballot for the 2019 Annual Meeting.
The proposed bylaw amendments would address:
- cooperative members’ right to attend or observe Board of Director meetings;
- fair and open Board election procedures; and
- cooperative members’ entitlement to information about Board of Directors’ compensation.
You can read the full text of both the letter and the proposed bylaw amendments below.
April 19, 2018
Ms. Linda R. Gray
Secretary, Rappahannock Electric Cooperative
P.O. Box 7388
Fredericksburg, VA 22404-7388
Dear Ms. Gray:
Enclosed are proposed amendments to the Rappahannock Electric Cooperative bylaws that we intend to submit for the co-op’s membership to vote on. We are submitting these to you now in accordance with Article XII of REC’s bylaws to give you advance notice of the proposed amendments so that they can be distributed to the co-op’s membership and placed on a ballot well before the August 2019 annual meeting, as Article XII requires.
Section 2 of Article XII provides that we must obtain 500 signatures of co-op members in support of the proposed amendments, using a petition “in a form approved and provided by the Cooperative.” Please promptly email to us a copy of the approved petition form. As you know, obtaining the 500 signatures will be a time-consuming process, and we therefore would like start collecting the signatures next week, as it will likely take many months to obtain the signatures, and they must be submitted to you at least 180 days before the August 2019 annual meeting. We also ask that you advise us of the date of the August 2019 meeting so that we can determine the deadline for submitting the petition.
The bylaws require that the 500 signatures be distributed relatively evenly over REC’s board regions (covering 22 counties), and also require that petition signers be REC members in good standing. Accordingly, we ask that you provide us, in electronic format, a list with contact information for all REC members who are currently in good standing, broken down by REC’s nine regions. As you know, not all electricity consumers in REC’s 22-county territory are REC members, and there is no practical way to determine who in these counties is or is not an REC member without having REC’s member list, broken down by region.
REC’s bylaws also provide that a co-op member may request a special meeting for voting on bylaw amendments. We do not currently intend to use that procedure, but we ask that you send us a copy of the petition form for calling a special meeting, as we may end up concluding that that would be the best way to bring our proposed amendments before the membership in a timely manner.
Please let us know if you have any questions or need anything else from us in order to ensure that REC members can vote on these proposed bylaw amendments.
In closing we note that the matters addressed in these proposed bylaw amendments could be easily implemented by REC’s board without the necessity of a membership vote on amending the bylaws. You and your fellow board members may not be aware that other electric co-ops have far more transparent and fair procedures and board elections than REC does. In that regard we suggest you review the website of Pedernales Electric Cooperative (PEC.coop), which is similar in size to REC. In particular we direct you to the areas of the website devoted to board meetings and board elections. We would be happy to meet with you and your fellow REC board members if you wish to discuss this.
Thank you for your consideration.
Sincerely,
Seth G. Heald, REC Member
Michael F. Murphy, REC Member
John C. Levasseur, REC Member
PROPOSED AMENDMENTS TO REC BYLAWS,
TO BE SUBMITTED FOR VOTE AT THE 2019 ANNUAL MEETING
(1) Cooperative Members’ Right to Attend or Observe Board of Director Meetings
Article V of the bylaws is amended by adding these new Sections at the end:
SECTION 5: Open Board Meetings
Any Cooperative member in good standing has the right to attend and observe every regular, special, or called meeting of the Board of Directors and its committees, except for executive sessions as allowed by policy or law.
The Cooperative’s membership is entitled to notice of such board meetings, and any final action, decision, or vote on a matter shall be made in an open meeting. The Board of Directors shall give Cooperative members written notice of the date, hour, and place of all Board Meetings. The notice of a Board Meeting must be posted in a place readily accessible to the members at all times for at least 72 hours before the scheduled time of the Meeting. The Board of Directors will post the Board Meeting notice physically on a bulletin board in a place convenient to the members at the Cooperative’s headquarters and at each of the district offices, as well as at a designated place on the Cooperative’s website.
Committees shall give notice of the date, hour and place of all Committee Meetings by posting such notice on the Cooperative’s website at least 72 hours before the scheduled time of the Meeting. REC shall provide a copy of any Meeting notice to a member upon request by the member.
SECTION 6: Live-Streaming Board Meetings
The Cooperative shall live-stream on the Internet, in a form accessible to Cooperative members, every regular, special, or called meeting of the Board of Directors and its committees, except for executive sessions as allowed by policy or law.
SECTION 7: Posting Recordings of Board Meetings
The Cooperative shall post on its website, in a form accessible to Cooperative members, an audio-video recording of every regular, special, or called meeting of the Board of Directors and its committees, except for executive sessions as allowed by policy or law. The recordings shall be posted on the website within 30 days of the meeting, and shall be kept on the website for a period of at least two years.
(2) Fair and Open Board Election Procedures
Article IV of the bylaws is amended by adding this additional language at the end of Section 2:
The proxy form used to elect directors at the annual meeting must be signed by the Cooperative member to be considered valid and counted for any purpose. (A signature of one member is valid in the case of joint memberships.)
The proxy form shall provide spaces for Cooperative members to vote for the duly nominated candidate of their choice, or to abstain, or to designate a proxy who can vote on the member’s behalf at the annual meeting.
The proxy form may provide a space for the member to designate the Board of Directors (acting by majority vote of the Board) to vote on his or her behalf. The results of the Board’s vote on ballots so designated (including which Director voted for which candidate, and how many total member ballots were voted per the majority of the Board’s determination) shall be announced at the annual meeting when the election results are announced and shall also be posted on the Cooperative’s website promptly after the meeting.
Proxy forms that are returned signed by the Cooperative member but otherwise blank as to any or all particular board regions on the form shall be treated as a vote to abstain as to the region or regions for which no candidate is selected.
All votes to abstain (including blank proxies deemed a vote to abstain) shall be counted for quorum-determination purposes, but not otherwise counted in electing board candidates.
(3) Cooperative Members’ Entitlement to Information About Board of Directors’ Compensation
Article VI, Section 11 of the bylaws, dealing with REC Board of Directors compensation, is amended to add the following language at the end:
A list of the total annual compensation paid to each Board member in the prior calendar year shall be published each year in the July issue of Cooperative Living, which is distributed to all members. The Board of Directors may not vote to increase Board members’ rates of compensation without first giving 60 days advance notice to the Cooperative membership that such a vote is to be taken. Such notice shall provide full details of the proposed increase. When an increase is approved, notice of the details thereof shall be made to the Cooperative membership within three months.
Subsequently, Repower REC presented the board with a list of five reforms for transparency and democracy that the board could make immediately at the June 20, 2018 board meeting. You can read that brief list of reforms here.