PEC's "Old Guard" vote in bylaw changes; one will delay seating of new directors

“Changing the bylaws five days before the annual meeting is both inappropriate and gives the appearance of ‘the hand reaching from the grave’ to impact the future of PEC.”

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Editor's Note: The story below was forwarded to the RoundUp. It has been edited for length.

Fyi, from a pec4u watchdog commenter: The rate increase once again punishes small users like myself, well under 500 KW per month. I'll get a $2.50 increase per month, which is almost 5% of my total bill of $59.00, for using less electricity by conserving energy. The average energy hog at 1200+ KW per month will get a .5 % reduction of 77 cents per month. Why are we paying this management team so well? They do not understand conservation. – Alfred St.Louis

By Jodi Lehman
Horseshoe Bay Beacon
June 18, 2009

With five days left on their long tenures as directors of the Pedernales Electric Cooperative, Vi Cloud and Val Smith joined with three other directors to leave a final imprint by amending select provisions of the co-op’s bylaws at Monday’s (June 15) board of directors’ meeting in Johnson City, Tx.

PEC Governance Officer Pete Slover explained that PEC normally reviews its bylaws in the fall of each year, but that the Bylaws Committee “felt we needed to address some areas earlier than normal.” President R.B. Felps, Secretary Treasurer O.C. Harmon and Vice President James Williams sit on the Bylaws Committee.

Slover introduced the proposed amendments by saying they are “not an attempt to leave departing directors in place.”

One new bylaw amendment adopted Monday made it more difficult to remove an Advisory Director at Large once he or she is appointed to the position. The new provision requires a 2/3’s vote of the board, rather than a simple majority, to remove an Advisory Director at Large. Advisory Directors at Large receive the pay and benefits of elected directors but “serve until they are removed or replaced.”

At their January meeting, the board voted to eliminate the terms of all elected Advisory Directors as of June 18, two days before the 2009 annual meeting, but did not eliminate the terms of appointed Advisory Directors at Large. Three of the four longtime Advisory Directors at Large had resigned previously, leaving only Lamont Ramage, former Buda Justice of the Peace, as the lone Advisory Director at Large currently sitting on the board and the only person immediately affected by the bylaw change.

PEC member Robbi Boone of Canyon Lake asked the board to delay any vote on bylaw changes until the new directors are announced at Saturday’s annual meeting. “Changing the bylaws five days before the annual meeting is both inappropriate and gives the appearance of ‘the hand reaching from the grave’ to impact the future of PEC.”

She said the requirement of a “super-majority” vote to remove Advisory Directors at Large is “ill advised” and would limit future boards’ ability to do the cooperative’s work on the basis of a simple majority vote. Advisory Director Dr. Charles Tesar in this his last meeting before his position is eliminated told the board that adopting the 2/3’s majority vote requirement to remove an appointed Advisory Director at Large “cuts off the notion of the democratic process” and breeds “cronyism.”

After several members in the audience applauded Tesar’s remarks, Felps called for the vote, then recessed the meeting “so we can compose ourselves.”

A second bylaw amendment changed the date when newly elected directors are sworn in and take office. Rather than taking office at the annual meeting as they have historically done, newly elected directors will be in limbo until a “Special Organizational Meeting” is called by the board “as soon as practical after the annual meeting.”

The board set June 29 as the date for the Special Organizational Meeting this year. Between June 20 when the terms of Cloud, Smith and Patrick Cox expire and June 29, the PEC board will consist of only four voting members: Felps, Harmon, Williams and Kathy Scanlon.

Some PEC members questioned whether the amendment delaying the empaneling of newly elected directors meshes with other provisions in the bylaws and the cooperative’s Articles of Incorporation that refer to directors serving a term of three years.