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Why do you wish to serve as a Director of PEC?
When asked to run for the PEC Board, I accepted knowing my extensive experience with boards, ability to interpret and re-write by-laws, develop policy and my past uncovering of wrong doing (much like here at PEC) will be useful skills on our PEC Board. I offer the PEC membership a strong advocate for members needs – not big business.
I also want to be certain that those of us with limited resources have a voice in our electric cooperative. I will stand up for members needs, requests and concerns by bringing member concerns to the board, making open meeting and open records of paramount importance, creating easier and faster ways of accessing PEC information and acting as an advocate for lower rates, modern technology and economical policies.
Please explain what you see as the proper role of a Director of PEC.
The proper role of a PEC Director is to knowledgably work with other Directors and the PEC Management in a spirit of cooperative collaboration. Right now the most pressing concerns include developing new policies and expanding those just begun in order to put PEC back into a position of fiscal strength. It is also up to the board to revise our corporate by-laws. This is important as our by-laws currently allow for the board of directors to alter this document without the voice of the membership. This must be changed so that 7 people alone cannot control the way PEC operates.
While I envision this as cooperative, Board Directors are not to be a rubber stamp for management interests, but are elected to question, discuss and set policy for all PEC action in concert with management. The proper role is to work together as partners to achieve the best long term results with the least costs. I have done this successfully on numerous boards over many years of civic service.
What do you see as the one or two greatest challenges facing PEC in the next year?
The greatest challenges facing the new PEC Board are to actively prioritize and implement the findings of the Navigant Report. Thanks to the interest and hard work of concerned PEC members, positive change has begun. The coming year requires dedication and effort to implement and expand this change.
Using the Navigant Report we must set policy so that all aspects of PEC are handled professionally and according to standard accounting practices. We must be certain that PEC is totally transparent with its members; meeting must be listed on the website home page, records must be open and accessible, meeting minutes must be promptly available and PEC must actively solicit member input.
There are currently pending two legislative bills in Austin regarding the governance of electric co-ops in Texas. One is known as the Rose/Fraser Bill (HB1390 and SB 921) and the other is the Swinford Bill (HB 3820). The PEC board voted on April 6 to support the Swinford Bill and to oppose the Rose/Fraser Bill. If you had been a Director, how would you have voted and why?
Sitting at the April 6th Special PEC Board Meeting, I was very surprised that the board turned down the bill crafted by Fraser/Rose by a 6 to 1 vote. As our best advocates in the Texas House of Representatives and Senate, Fraser/Rose have been closely working with PEC to assure its future. We must elect forward thinking board directors so that PEC and other cooperatives will be protected legally. I believe the Fraser/Rose Bill (HB1390 and SB 921) best articulates requirements necessary for an electric utility as large as PEC and is the bill that requires open meetings.
The Swinford Bill, accepted by the current Board of Directors, is much weaker and does not require PEC to be inclusive of members. For example, with this bill, members will only be able to attend the portions of meetings designed for public comment. I believe our members should be allowed and encouraged to attend all PEC Board of Director meetings in their entirety with the exception of matters demanding confidentiality as outlined in the by-laws.
Some members have advocated what they call a “Bill of Rights” for PEC members. Basically the idea is to require that certain aspects of governance such as fair elections open to all members, Open Meetings, and Open Records provisions can be changed only by a vote of the members, not by a By-law change adopted by the board of directors. Do you view this as a good idea? Please explain briefly.
The Member Bill of Rights is crucial for PEC members. I believe that the PEC membership – the true owners of our cooperative – must be encouraged to be actively involved in decision making. We must further open meetings, records and revise the new election system. We can become more responsive to members by creating policy permitting the direct election of directors by the people of their home district (to insure there is representation on the PEC Board that is elected by the members of the district), by setting term limits (I suggest three terms as an appropriate number for the board to discuss) and further developing the website for ease of member use (meetings posted on the home page, as an example).
I believe that any changes involving our by-laws and major policies must be voted on by the membership – not just the PEC Board of directors. Members are the real owners of PEC. It is not appropriate for an elected Board of seven Directors to be able change the entire governing document of the corporation by a 2/3 vote. While the Board of Directors is the appropriate group to initiate bylaw changes, it is the members who must vote on these alterations.
What role, if any, do you feel PEC should play in promotion of so-called “distributed generation” of electricity by members (solar panels, wind etc.)?
The PEC Board has the opportunity as the largest electrical cooperative in the nation to provide leadership in both solar and wind energy. I believe the new technologies should be encouraged, adopted as possible and rewarded where utilized. Members who conserve electricity should also be rewarded. Education of our members is also a big part of this effort and must be emphasized.
In the long run, promotion of solar and wind energy will result in savings and beneficial outcomes:
1. Achieving energy independence
2. Developing new industries in Texas
3. Creating a broader job base for Texans
4. Resulting in cleaner air and an increasing respect for the environment.
The technology exists. Now is the time and PEC can be the model to the benefit of our membership.
Based on the information available to you as a PEC member and candidate for Director, how would you rate the financial condition of PEC – strong, adequate, basically sound with a few problems, precarious, or other description. Please feel free to explain briefly.
I agree with the findings and the extensive information provided by Navigant, the consulting company hired to thoroughly review the current status of PEC. The financial position of PEC can be better managed and strengthened. By exercising responsibility, prudent action, closing financial loopholes, developing strict policies and disclosures, we can return PEC to a solid financial footing. Limiting board expenditures and investments in outside companies are two more things we can do to quickly turn PEC around.
PEC has excelled in customer service. We can also excel in financial management. Our new manager is headed in the right direction. The pending adoption of both Inside and Outside Auditors is also a big step in the right direction.
Should PEC adopt term limits for Directors?
Yes, PEC must develop term limits for directors. By carefully staggering terms, we will be assured of both well informed board members and a board that is responsible only to the membership and is not involved for its own personal interests. As mentioned above, I believe that three terms allows for board expertise and prevents entrenchment of the same people for too long a period of time.
At the same time, continuing leadership of PEC can be maintained by consistent management, professional staff and advisory board members who do not vote, but are available to advise the elected board.
Do you think the cooperative model for electricity distribution service, first adopted in the 1930s, remains a viable model for the 21st Century? Please explain your views briefly.
Yes, I believe the cooperative model to be an excellent way to manage and keep costs low. The goal of a company (corporation vs.. cooperative) that is designed for profit is organized for the financial benefit of the company and its stockholders; it is not necessarily structured with the best financial interests of customers (members).
With intelligent and involved management, hired expertise and a capable Board of Directors, PEC can excel in customer service, develop fiscally responsible policies and develop 21st Century clean energies. I believe the Cooperative model is our best hope for low rates and the best service.
Robbi Boone
1610 FM 484, Canyon Lake, Texas 78133
210-240-6565 / clranch@gvtc.com
Please take all discussions to the Candidate Forum.
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2009-05-04 ::
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Why do you wish to serve as a Director of PEC?
I no longer wish to watch from the sidelines as PEC’s member interests remain jeapordized by a Board seeking to protect the status quo and business as usual in Johnson City. I believe the Cooperative’s business to be the business of its member-owners. The history of the PEC has been a history of secrecy, lack of accountability and expanding board power. That era is over, even though some holdover members do not yet realize it. I wish to bring about true financial accountability. I do not believe the PEC is operating as efficiently as peer cooperatives. I doubt that we are taking full advantage of an economy of scale as America’s largest electrical cooperative. As a former television executive in one of the most competitive industries in the world, I understand the pain involved in managing costs and I understand the proclivity of management to resist lean operations.
Please explain what you see as the proper role of a Director of PEC.
No board member should meddle in the day to day management of the cooperative. If we have hired excellent management, they should be free to operate. The proper role the Board is one of management oversight. I believe a Board’s duty is to listen to management and gain their perspective on all matters. Conversely, as Board members are sensitive and tuned to the political winds of the membership, they must guide and support management. Ultimately, the Board must then articulate clear, measurable, time-bound performance objectives to management that reflect the objectives and needs of the cooperative members. The Board must be prepared to hold management fully accountable. However, the Board must likewise be prepared to reward management for meeting or exceeding key objectives. Management and Board must understand that it is the member-owners who set the agenda for the company, not the other way around. That may be a difficult concept for some to grasp.
What do you see as the one or two greatest challenges facing PEC in the next year?
First, we must gain the upper hand in controlling costs. They are spiraling. Legal and accounting expenses have cost us dearly and there may be more to come. But we cannot keep raising rates. The wolf is at the door. Management and the board face tough decisions on controlling costs, particularly in the area of general and administrative and consumer accounting. Second, the Board must begin sewing the seeds of a new credibility with the membership. This is going to be a difficult task as there exists a near total lack of credibility now. Passage of Board member term limits and passage of a meaningful Members Bill of Rights would be a good start.
There are currently pending two legislative bills in Austin regarding the governance of electric co-ops in Texas. One is known as the Rose/Fraser Bill (HB1390 and SB 921) and the other is the Swinford Bill (HB 3820). The PEC board voted on April 6 to support the Swinford Bill and to oppose the Rose/Fraser Bill. If you had been a Director, how would you have voted and why?
I favored the Fraser-Rose bill and would have voted for it. I am for any bill that codifies the open meeting, open records actions the Board has approved, but could take away on a future whim. The Board actions of the past prove the Board cannot be trusted. They wish to be trusted but have shown not a particle of regret about the ethical train wreck over which they presided. I believe the PEC Board made a huge strategic error in going to Austin to publicly oppose Fraser-Rose. I am disappointed that Mr. Garza lent his considerable credibility to this losing proposition. It might have been reasonable to testify “on” the bill but not to oppose it. This was yet another critical decision made by the Board in opposition to our members’ best interests. The Board’s impulsiveness and arrogance may now result in a more onerous bill than even advocates of reform may have intended.
Some members have advocated what they call a “Bill of Rights” for PEC members. Basically the idea is to require that certain aspects of governance such as fair elections open to all members, Open Meetings, and Open Records provisions can be changed only by a vote of the members, not by a By-law change adopted by the board of directors. Do you view this as a good idea? Please explain briefly.
Of course this is a good idea, so long as it is a meaningful Bill of Rights with teeth and can be changed only by a vote of all members, not by a By-Law change adopted by the Board. I will introduce such a resolution if I am elected.
What role, if any, do you feel PEC should play in promotion of so-called “distributed generation” of electricity by members (solar panels, wind etc.)?
My impulse is to favor investment in smart-grid technologies to improve service, increase efficiency and provide incentives to customers who use solar and wind. When a revolution is in progress, one can either lead, follow or get out of the way. The largest electrical cooperative in America, in my opinion, should lead.
Based on the information available to you as a PEC member and candidate for Director, how would you rate the financial condition of PEC – strong, adequate, basically sound with a few problems, precarious, or other description. Please feel free to explain briefly.
How about giving it a grade? I would grade it a B- for now. According to the Navigant Report, “while the Cooperative’s operating revenues have increased significantly, certain of its controllable expenses (i.e., Administrative and General Expenses) were increasing by even more.”
Even more compelling is the judgment of Fitch, Inc. who downgraded the Cooperative’s recent bond rating, saying, “The downgrade to A+ reflects ongoing pressures on PEC’s new management team and Board of Directors to implement management reforms and cost controls in response to past management practices and excessive costs.”
All arrows point to the need to control costs. I will come on the board prepared to do that. I am also concerned that we have not implemented a strategic plan…or a capital investment plan.
Should PEC adopt term limits for Directors?
Yes. And how many terms? A good and reasonable balance must be struck. We want seasoned experience with valued institutional memory in Directors. The question of how many terms warrants a healthy debate and some consideration.My mind is open on the matter. But this I do believe. Lord Acton had it right. Power corrupts and absolute power corrupts absolutely.
Do you think the cooperative model for electricity distribution service, first adopted in the 1930s, remains a viable model for the 21st Century? Please explain your views briefly.
.
If we mean that member-owned cooperatives are firmly rooted in the communities they serve and are truly democratically governed businesses, then yes, I believe the cooperative model is viable. When cooperatives become fiefdoms for powerful boards who ignore the will of the members and operate in secrecy, then my answer is no.
It also strikes me that we must consider whether it is in our interest to advocate conservation or consumption. We seem to be trying to have it both ways. Let us look to which way the winds are blowing. Do the winds favor unbridled energy consumption or conservation? Clearly they favor conservation. Should we reward people who conserve energy with a lower rate? Or should the reward go to the heavy consumer? We need to pay attention. We can no longer be one size fits all.
Please take all discussions to the Candidate Forum.
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2009-05-04 ::
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PEC4u’s Steering Committee sent the following questions to each of this year’s candidates.
Using the random order that the candidate’s names will appear on the ballots, here are the responses thus far to our 9 questions of 2009 (click on the names to read the response – if not highlighted, the candidate has not yet responded):
Director, District 1: Mark A. Mayfield, Bill Wilcox, Cristi Clement and Sandra P. “Sandy” Jenkins
Director, District 6: Theresa Rourke, Larry Landaker, Linda Kaye Rogers, Robbi Boone, David Bethancourt and Daryl Losaw
Director, District 7: Patrick Cox, Ph.D.
1. Why do you wish to serve as a Director of PEC?
2. Please explain what you see as the proper role of a Director of PEC.
3. What do you see as the one or two greatest challenges facing PEC in the next year?
4. There are currently pending two legislative bills in Austin regarding the governance of electric co-ops in Texas. One is known as the Rose/Fraser Bill (HB1390 and SB 921) and the other is the Swinford Bill (HB 3820). The PEC board voted on April 6 to support the Swinford Bill and to oppose the Rose/Fraser Bill. If you had been a Director, how would you have voted and why?
5. Some members have advocated what they call a “Bill of Rights” for PEC members. Basically the idea is to require that certain aspects of governance such as fair elections open to all members, Open Meetings, and Open Records provisions can be changed only by a vote of the members, not by a By-law change adopted by the board of directors. Do you view this as a good idea? Please explain briefly.
6. What role, if any, do you feel PEC should play in promotion of so-called “distributed generation” of electricity by members (solar panels, wind etc.)?
7. Based on the information available to you as a PEC member and candidate for Director, how would you rate the financial condition of PEC – strong, adequate, basically sound with a few problems, precarious, or other description. Please feel free to explain briefly.
8. Should PEC adopt term limits for Directors?
9. Do you think the cooperative model for electricity distribution service, first adopted in the 1930s, remains a viable model for the 21st Century? Please explain your views briefly.
Using the random order that the candidate’s names will appear on the ballots, here are the responses thus far to our 9 questions of 2009 (click on the names to read the response):
Director, District 1: Mark A. Mayfield, Bill Wilcox, Cristi Clement and Sandra P. “Sandy” Jenkins
Director, District 6: Theresa Rourke, Larry Landaker, Linda Kaye Rogers, Robbi Boone, David Bethancourt and Daryl Losaw
Director, District 7: Patrick Cox, Ph.D.
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2009-05-04 ::
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The second–ever, open and competitive election in the history of Pedernales Electric Cooperative is underway. The Steering Committee of pec4u.org has endorsed candidates for each of the three Board positions up for election by PEC members. Those candidates are:
District 1 – Cristi Clement
District 6 – Larry Landaker
District 7 – Dr. Patrick Cox (unopposed)
According to Steering Committee member Ric Sternberg, “We believe the people we have endorsed are best suited to continue the work of implementing the reforms that have begun to make PEC a more open, responsive and efficient co–op. They possess the qualifications, experience and commitment needed to ensure reforms achieved over the past year such as fair elections, open records, and open records.” Sue Barnett adds, “In addition these candidates are committed to seeking full implementation of goals for increasing renewable sources of energy and conservation. They will also focus on working with management to address issues of past financial mismanagement raised in the Navigant Report.” Hillary Hart observed, “Last year the pec4u Steering Committee endorsed candidates in each of 5 races; three of those candidates won and have since provided critical leadership in advancing reforms sought by members. We are confident the candidates endorsed this year will be equally important in shaping a sound future for PEC.”
The other members of the Steering Committee are Annie Borden, Bill Christensen, John Watson and Chris Perry.
The election is at–large, so every PEC member is entitled to vote for a candidate in each of the three districts. This year’s election provides members an opportunity to exercise, further, the key cooperative principle of member control. Free and open elections came about only because of member demands, widespread, relentless media attention and the pressure of the class action lawsuit. The candidates endorsed by the Steering Committee firmly favor making free and fair elections a permanent and unalterable part of PEC’s governance.
Ballots are to be mailed on May 6 and voting takes place through June 12. Members can vote one of three ways: on the mail–in ballot received in the mail, through the PEC website, or in person at the Annual Meeting on June 20 in Johnson City. Even if members plan to vote online, they need to keep their ballot forms because they will need the numbers printed on the forms for online voting.
All candidates have been invited to have profiles and answers to questions posted at http://pec4u.org/candforum09/. The PEC web site (http://www.pec.coop ) also has information and videos for all candidates.
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2009-05-01 ::
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If you read through the information posted recently regarding SB 921, a Bill that would give electric co-op members some protection, here‚s some more information you need to know. House Bill 1390 is identical to Senate Bill 921. Another Bill, House Bill 3820, is similar, but offers considerably less protection to co-op members.
Both HB1390 and HB 3820 are scheduled to be heard on Tuesday by the House State Affairs Committee. That meeting will be in room 140 of the Reagan Building (on 15th Street, immediately to the NW of the Capitol) beginning at 2 pm or upon adjournment of the House Session. HB 3820 is included below, so you can compare it with SB921/HB1390.
In this newer Bill, HB 3820, you will note that you, as a member of the co-op, will be entitled to much less information than under the other Bills. You are also entitled to attend not the entire meeting of your Board, but only for the duration of the period specified in the meeting notice for member comments. Non-members are not entitled to attend.
If you want to complain about something going on at your co-op, you are limited to certain issues. If you are not satisfied with the response to your complaint, you can then complain to the Attorney General. The AG can then respond to you, if the AG decides it is in the public interest to respond.
If you want to view this committee meeting, click on http://www.capitol.state.tx.us/ Then, click on “House” video broadcasts under Legislative Activity. Look for the State Affairs Committee broadcast and click on that.
Thanks to Carlos Higgins for these reviews and links.
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2009-04-06 ::
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Board + Finances + Navigant
The Pedernales Electric Cooperative Board of Directors will have a special called meeting on April 6 at 11 a.m. at PEC’s Johnson City Headquarters. At the meeting, the Board will receive KPMG’s financial audits for the year ending Dec. 31, 2007, and discuss an upcoming legislative hearing (see earlier post). The Board meeting agenda has been posted on www.pec.coop.
WHO: Pedernales Electric Cooperative
WHAT: Special called meeting of Board of Directors
WHERE: PEC Headquarters
201 South Avenue F
Johnson City, Texas
WHEN: Monday, April 6, at 11 a.m.
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2009-04-04 ::
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This information is all about the proposed legislation that would affect electric cooperatives – especially our PEC. This Bill is scheduled to be considered by a Senate committee on Tuesday.
Committee: Business & Commerce
Location: Betty King Committee Room
Chair: Senator Troy Fraser
9:00 AM, Tuesday, April 07, 2009
This Committee meeting room is small, and it will likely be packed. 20 Bills are scheduled to be heard, including Senate Bill 921, that was filed in response to the failures at the PEC under Gen. Mgr. Fuelberg.
SB 921 Fraser
Relating to access by the members of electric cooperatives to meetings of the boards of directors and certain information of the electric cooperatives.
The Bill is shown below. If you plan to watch the hearing on this Bill, you will, of course, be better prepared to understand the various arguments that will be made if you take time to read the Bill in advance. Most likely, there will be considerable opposition. Some of the opposition may be from our own PEC, even though this Bill is in the interest of our PEC members.
If you want to watch this hearing on your computer, here’s how:
Next Tuesday, just before 9 am, click on
http://www.senate.state.tx.us/bin/live.php
When that window pops up, scroll down and click on the Betty King Committee Room. You should get the video for that hearing. Caution: It may be a long time before the committee gets to SB 921. Bills are not always taken in the order they appear on the schedule, the time it takes for any one Bill is not predictable, and the hearing will be recessed when the Senate is in session. Also, there is always the possibility the hearing will be moved to a larger meeting room.
But if you are determined to see this, it will probably be helpful for you to make a practice run on Monday. Click on http://www.senate.state.tx.us/bin/live.php during the day, and try any of the selections, after the starting times indicated, and see what you get. You can watch the House session or House committees by going to
http://www.house.state.tx.us/media/welcome.php and exploring. All previous broadcasts are archived, and you can also view those.
The Legislature does a good job of showing what they are doing and what they have done, on the Internet. Try it!
Regards
Carlos Higgins
CarlosTX@sbcglobal.net
81R7843 TRH-D
By: Fraser S.B. No. 921
A BILL TO BE ENTITLED
AN ACT
relating to access by the members of electric cooperatives to meetings of the boards of directors and certain information of the electric cooperatives.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 161.002, Utilities Code, is amended by adding Subdivision (2-a) to read as follows:
(2-a) ”Board meeting” means a deliberation between a quorum of the voting board, or between a quorum of the voting board and another person, during which electric cooperative business or policy over which the board has responsibility is discussed or considered, or during which the board takes formal action. The term does not include the gathering of a quorum of the board at a social function unrelated to the business of the cooperative, or the attendance by a quorum of the board at a regional, state, or national convention or workshop, ceremonial event, or press conference, if formal action is not taken and any discussion of cooperative business is incidental to the social function, convention, workshop, ceremonial event, or press conference.
SECTION 2. Section 161.064(b), Utilities Code, is amended to read as follows:
(b) The bylaws may contain any provision for the regulation and management of the affairs of the electric cooperative that is consistent with the articles of incorporation and this chapter.
SECTION 3. Section 161.072, Utilities Code, is amended by adding Subsections (c) through (m) to read as follows:
(c) Director elections shall be conducted in a manner that is fair and open to all members of the electric cooperative.
(d) A board committee of a cooperative with more than 210,000 members may not cast a member’s proxy vote in a director election.
(e) A director who is standing for reelection to the board of a cooperative with not more than 210,000 members may not serve on a committee established under the bylaws for the purpose of casting, or being authorized to cast, the proxy vote of a member in a director election.
(f) A member’s proxy vote may be cast in a director election only if:
(1) a proxy form is sent by regular mail to each member of record not later than the 30th day before the date of the meeting at which proxy votes are counted;
(2) the proxy form designates each candidate who is an incumbent director;
(3) an exact copy of the proxy form is posted on the cooperative’s Internet website, if the cooperative maintains a website;
(4) the proxy form includes information describing the process by which proxy votes are authorized and cast, including:
(A) the name of each member of the committee, if any, established under the bylaws for the purpose of casting proxy votes in a director election;
(B) the process prescribed in the bylaws for selecting members to serve on the committee; and
(C) the districts represented by each committee member, if applicable; and
(5) the proxy form contains the following statements, in bold type:
(A) ”If you grant the committee your proxy, you are giving the committee full authority to vote your proxy for the candidates you selected, or, if you did not select any candidates, to vote your proxy for candidates the committee selects”;
(B) ”You may rescind your proxy at any time before votes are cast at the meeting to elect directors”; and
(C) ”State law prohibits any person from using incentives or other enticements to encourage you to provide your proxy in any board election.”
(g) Subsections (d) and (f) may not be construed as limiting the right of an individual member to collect or cast the proxy votes of another member in a director election, if allowed by the bylaws.
(h) This section may not be construed as limiting the use of a proxy as provided by Section 161.069 to establish a quorum to transact business other than the election of a director.
(i) A person may not use an incentive or other enticement to encourage a member to authorize another person to cast the member’s proxy vote in a director election.
(j) A cooperative with more than 210,000 members may elect directors only by district. A member may vote for a director to represent a district only if the member resides in that district.
(k) A cooperative with more than 210,000 members may nominate qualified members as candidates in a director election only through a written petition by members. The bylaws must:
(1) specify the number of printed names and dated signatures a petition nominating a candidate must contain;
(2) specify a period within which a petition nominating a candidate must be submitted to the cooperative; and
(3) specify that only members residing in a district may sign a petition for the nomination of a candidate to represent that district.
(l) If the bylaws of a cooperative with not more than 210,000 members allow a committee of members to nominate qualified members as candidates in a director election, the bylaws must also:
(1) allow nominations to be made through one or more written petitions by members;
(2) specify the number of printed names and dated signatures a petition nominating a candidate must contain; and
(3) specify a period within which a petition nominating a candidate must be submitted to the cooperative.
(m) A petition submitted under Subsection (l) must provide on the petition the name and address of the member seeking nomination and, if the cooperative nominates or elects directors by district, the district the member seeks to represent.
SECTION 4. Section 161.075, Utilities Code, is amended to read as follows:
Sec. 161.075. BOARD MEETINGS. (a) The board shall hold a regular or special board meeting at the place and on [the] notice as provided by Section 161.0751 and [prescribed by] the bylaws. Except as provided by Section 161.0752, each member of the electric cooperative is entitled to attend a regular or special board meeting.
(b) The attendance of a director at a board meeting constitutes a waiver of notice to the director of the meeting unless the director attends the meeting for the express purpose of objecting to the transaction of business at the meeting because the meeting is not lawfully called or convened.
(c) A notice or waiver of notice of a board meeting given to a director is not required to specify the business to be transacted at the meeting or the purpose of the meeting.
(d) The board shall keep a record of each regular or special board meeting, in the form of written minutes or a taped recording of the meeting. A record of a meeting must state the subject of each deliberation and indicate each vote, order, decision, or other action taken by the board. The board shall make meeting records available to a member for inspection and copying on the member’s written request to the board secretary or to a person the secretary designates.
(e) A member attending a regular or special board meeting may record all or part of the meeting by any means of audio or visual reproduction, including a tape recorder or video camera.
(f) The board may adopt reasonable rules to maintain order at a regular or special board meeting, including rules relating to the location of recording equipment and the manner in which recording may be conducted. A rule adopted by the board under this section may not prevent or unreasonably impair a member from exercising a right granted by this section.
SECTION 5. Subchapter B, Chapter 161, Utilities Code, is amended by adding Sections 161.0751 and 161.0752 to read as follows:
Sec. 161.0751. NOTICE OF BOARD MEETINGS. (a) The board shall give members and the media written notice of the date, hour, place, and subject of a regular or special board meeting. Notice of a board meeting must be given at least 72 hours before the scheduled time of the meeting by:
(1) posting a notice on a bulletin board in a place convenient to members, at the electric cooperative’s headquarters and at each district office;
(2) posting a notice on the cooperative’s Internet website, if the cooperative maintains a website; and
(3) sending a notice by electronic mail to members of the media who, before the time notice is required by this section, requested notification of meetings.
(b) If the board recesses a regular or special board meeting to continue the following regular business day, the board is not required to post notice of the continued meeting if the recess is taken in good faith and not to circumvent this section and Section 161.075. If a regular or special board meeting is continued to the following regular business day, and on that following day the board continues the meeting to another day, the board shall give written notice as required by this section of the meeting continued to that other day.
(c) In the event of an emergency or urgent necessity that requires immediate board action to meet a reasonably unforeseeable situation, notice may be given in the manner prescribed by Subsection (a) at least two hours before a regular or special board meeting is convened, in order to:
(1) call an emergency board meeting; or
(2) add a subject to the agenda of a previously scheduled board meeting.
(d) Notice under Subsection (c) shall clearly identify the emergency or urgent necessity for which the notice is given. If the board adds a subject to the agenda of a previously scheduled regular or special board meeting, the board secretary or person the secretary designates shall post a copy of the revised agenda on the electric cooperative’s Internet website, if the cooperative maintains a website, and physically at the cooperative’s headquarters and each district office, not less than two hours before the meeting convenes.
(e) If, at a regular or special board meeting, a member makes an inquiry regarding a subject for which notice has not been given as required by this section, the notice provisions of this section do not apply to:
(1) a statement by the board of specific factual information given in response to the inquiry; or
(2) a recitation of existing policy in response to the inquiry.
(f) Any deliberation of or decision relating to the subject of an inquiry made under Subsection (e) shall be limited to a proposal to place the subject on the agenda for a subsequent board meeting.
Sec. 161.0752. EXECUTIVE SESSIONS. (a) Before the board calls an executive session, the board shall convene in a regular or special board meeting for which notice has been given as provided by Section 161.0751. During that board meeting, the presiding director may call an executive session by announcing that an executive session will be held to deliberate a matter described by Subsection (d) and identifying the specific subdivision of Subsection (d) under which the executive session will be held.
(b) Except as provided by Subsection (c), a final action, decision, or vote on a matter deliberated in an executive session may only be made in a regular or special board meeting for which notice has been given as provided by Section 161.0751.
(c) The board may take action in an executive session for matters described by Subsections (d)(2), (4), and (5).
(d) The board may hold an executive session to which the members do not have access to deliberate:
(1) anticipated or pending litigation, settlement offers, or interpretations of the law with the electric cooperative’s legal counsel and with any other person the board considers necessary;
(2) the purchase, exchange, lease, or value of real property, if the board determines in good faith that deliberation in an open board meeting may have a detrimental effect on the electric cooperative;
(3) business and financial issues relating to the negotiation of a contract, if the board determines in good faith that deliberation in an open board meeting may have a detrimental effect on the position of the electric cooperative;
(4) personnel issues, and complaints or charges against a director or electric cooperative employee or consultant, unless the director or employee who is the subject of the deliberation requests a public hearing;
(5) utility-related matters and commercial information that the board determines in good faith are related to the electric cooperative’s competitive activity but only to the extent the board specifically determines that disclosure of the information could give an advantage to competitors or potential competitors; or
(6) issues related to security of the electric cooperative, including security personnel, security devices, and security audits.
(e) The board secretary or a person the secretary designates shall make and keep a written or audio record of each executive session. The secretary shall preserve the record for at least two years following the session. The record must include:
(1) a statement of the subject matter of each deliberation;
(2) a record of any further action taken; and
(3) an announcement by the presiding director at the beginning and end of the session indicating the date and time.
SECTION 6. Section 161.077, Utilities Code, is amended by adding Subsection (d) to read as follows:
(d) The provisions of this chapter that apply to the board also apply to the executive committee.
SECTION 7. Subchapter B, Chapter 161, Utilities Code, is amended by adding Sections 161.080, 161.081, 161.082, and 161.083 to read as follows:
Sec. 161.080. MEMBER’S RIGHT OF ACCESS TO RECORDS. (a) Except as provided by Subsection (c), a member of an electric cooperative may, at any reasonable time and on written request that states the purpose of the request:
(1) inspect books and records of the cooperative relevant to that purpose; and
(2) at the member’s own expense, copy records the member is entitled to inspect under this section.
(b) An electric cooperative may charge a reasonable fee to the member if fulfilling the member’s request will require a large amount of employee time.
(c) An electric cooperative may reject or limit a member’s request to inspect its books and records if:
(1) the member refuses to warrant and furnish to the electric cooperative, on the electric cooperative’s request, an affidavit that:
(A) the inspection is desired for a purpose reasonably related to the business of the cooperative; or
(B) the member does not intend to sell or offer to sell any list of members of the cooperative or assist another person in obtaining a list of members for that purpose;
(2) the release of the information sought by the member, such as individual member information or personnel information, would unduly infringe on or invade the privacy of a person;
(3) the inspection is sought for a dishonest purpose; or
(4) the records sought to be inspected pertain to trade secrets or information that is privileged, confidential, or proprietary.
Sec. 161.081. POLICIES AND AUDITS. (a) The board shall adopt written policies relating to:
(1) travel expenditures for board members, officers, and employees;
(2) reimbursement of expenses for board members, officers, and employees;
(3) conflicts of interest for board members, officers, and employees;
(4) whistleblower protections;
(5) criteria and procedures for the selection, monitoring, review, and evaluation of outside vendors or contracted professional services;
(6) budgets for use in planning and controlling costs; and
(7) the creation of a committee that audits the actions of the board.
(b) A cooperative shall provide for an independent financial audit, to be performed annually by an unaffiliated entity that is professionally qualified to perform such an audit.
(c) The state auditor may audit the financial transactions and operations of a cooperative, at the cooperative’s expense.
Sec. 161.082. COMPLAINTS BY MEMBERS. (a) In this section, “commission” means the Public Utility Commission of Texas.
(b) A member may file a written complaint with the general manager of the cooperative if the member is aggrieved by an action of the board or by an employee of the board or of the cooperative that the member alleges infringes on a right of the member under this chapter.
(c) Not later than the 20th day after the date the general manager receives a complaint under Subsection (b), the general manager shall take corrective action regarding the complaint, if the general manager determines that the action complained of infringed on the member’s rights under this chapter.
(d) If the general manager determines that the action complained of did not infringe on the member’s rights under this chapter, or if the general manager otherwise fails to resolve the member’s complaint to the member’s satisfaction before the 21st day after the general manager receives the member’s complaint, the member may file a written complaint with the commission. A complaint filed with the commission under this subsection must:
(1) identify the electric cooperative by name and address;
(2) describe in detail the nature of the member’s complaint; and
(3) include copies of documents relevant to the member’s complaint, including:
(A) any relevant written request made by the member to the cooperative;
(B) the written complaint made by the member to the general manager under Subsection (b); and
(C) any relevant response from the cooperative regarding a request or complaint.
(e) In reviewing a member’s complaint under this section, the commission may request that the cooperative provide to the commission any information relevant to the complaint. The commission must give a cooperative a reasonable opportunity to inspect and copy the requested information before providing the information to the commission. The commission shall designate an employee of the commission to be the person responsible for receiving, inspecting, or copying information received under this subsection.
(f) An electric cooperative shall cooperate with a request for information under Subsection (e) and promptly provide the requested information to the commission’s designated employee. The commission may not disclose to any person information provided by a cooperative in response to the request unless:
(1) the commission is required by a court to provide the information to the person;
(2) the person is an authorized employee of the commission; or
(3) the cooperative that provided the information consents to the disclosure.
(g) The commission shall give a cooperative notice before using information provided in response to a request under Subsection (e) in a contested case hearing. On objection by the cooperative that the information is confidential or sensitive, the administrative judge presiding over the contested case hearing shall determine whether the information is admissible in the hearing.
(h) The commission shall return to a cooperative any information provided under this section that is confidential or sensitive to the cooperative.
Sec. 161.083. ALTERNATIVE DISPUTE RESOLUTION. The Public Utility Commission of Texas may refer a complaint made under Section 161.082(d) to the State Office of Administrative Hearings as provided by Section 14.0025 for alternative dispute resolution if the commission determines a referral is in the public interest.
SECTION 8. Subchapter C, Chapter 161, Utilities Code, is amended by adding Sections 161.126 and 161.127 to read as follows:
Sec. 161.126. PROHIBITION ON ACQUISITION OF GENERATOR CAPACITY BY CERTAIN ELECTRIC COOPERATIVES. An electric cooperative with more than 210,000 members that provides retail electric service may not acquire equipment capable of generating electricity for sale unless the Public Utility Commission of Texas first approves of the acquisition. The commission by rule shall establish the standards and procedures by which it will approve an electric cooperative’s acquisition of electric generation capacity.
Sec. 161.127. NOTIFICATION OF CERTAIN INVESTMENTS. Not later than the 30th day following the completion of a transaction that results in a cooperative or an affiliate of the cooperative creating, acquiring, or receiving an interest in an entity that does not generate, transmit, or distribute electricity, the cooperative shall provide a notice to members that contains:
(1) the name of the entity;
(2) a description of the entity;
(3) the reasons for the decision to enter into the transaction;
(4) a description of the costs associated with the transaction, and the method of financing for those costs; and
(5) a description of the anticipated effect the transaction will have on the cooperative’s electric energy rates or prices.
SECTION 9. (a) The changes in law made to Section 161.072, Utilities Code, as amended by this Act, apply only to a director election held on or after the effective date of this Act. A director election held before the effective date of this Act is subject to the law in effect on the date the election is held, and that law is continued in effect for that purpose.
(b) The changes in law made by Section 161.075, Utilities Code, as amended by this Act, and by Sections 161.0751 and 161.0752, Utilities Code, as added by this Act, apply only to a meeting convened on or after the effective date of this Act. A meeting convened before the effective date of this Act is subject to the law in effect on the date the meeting is held, and that law is continued in effect for that purpose.
(c) The changes in law made by Sections 161.080, 161.082, and 161.083, Utilities Code, as added by this Act, apply only to a request to inspect records submitted on or after the effective date of this Act. A request submitted before the effective date of this Act is subject to the law in effect on the date of the request, and that law is continued in effect for that purpose.
(d) The changes in law made by Section 161.127, Utilities Code, as added by this Act, apply only to a transaction that is completed on or after the effective date of this Act. A transaction that is completed before the effective date of this Act is subject to the law in effect on that date, and that law is continued in effect for that purpose.
SECTION 10. This Act takes effect September 1, 2009.
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2009-04-04 ::
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Uncategorized
FOR IMMEDIATE RELEASE March 6, 2009
TO: All PEC-area papers
MEDIA CONTACT: Anne Harvey, (830) 868-4933; Austin line, (512) 219-2602
PEC to discuss rates analysis
Pedernales Electric Cooperative invites members to attend a presentation regarding PEC rates. Representatives from C.H. Guernsey & Company will present initial recommendations based on their analysis of PEC’s rates. After the presentation, members will have the opportunity to ask questions and provide feedback. The forum will take place Monday, March 23, at 6:30 p.m., at PEC’s E. Babe Smith Headquarters Building at 201 South Avenue F in Johnson City.
C.H. Guernsey & Company is an international engineering, architecture and consulting firm contracted by the Cooperative to conduct a cost-of-service study and comprehensive rate analysis. The firm examined all PEC rate classes and fees to ensure equitability to members and to the Cooperative.
For driving directions to PEC’s headquarters building, visit www.pec.coop or call 1-888-554-4732.
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2009-03-06 ::
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Lawsuit
The Texas Court of Appeals, Third District today upheld the original settlement agreement made by the trial court in May 2008.
We haven’t had time to fully review the attached document, therefore we’re not going to comment on it quite yet. You’re welcome to comment here and/or on the Watchdogs email list, where we expect to see a fair amount of discussion of the decision.
Court’s Settlement Appeal Opinion (PDF)
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2009-03-05 ::
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Elections
Petitions for 2009 Board elections are now available through PEC. Petitions are due in early April.
Requirements have changed slightly – you are now required to have 50 signatures on your petition (as always, we suggest getting extras in case some are disqualified).
Each PEC member will be able to cast one vote in each of the races, regardless of the number of meters owned by the member. In past years, a member could cast a vote for each meter in co-op elections.
The PEC Board of Directors amended the cooperative’s bylaws last month to eliminate all advisory director positions as of June 2009.
District boundaries were readjusted to better balance populations across all districts. (And hopefully in support of single member district voting next year.) Check the PEC.coop website for details.
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2009-03-03 ::
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