[Watchdogs] Some Thoughts about the Bylaws Revision Process and the Upcoming 2010 Election

[Milton Hawkins]

Friends,

As you may know by now, the Board has revised its timeline for revision of
the Bylaws.  You will recall that until a few months ago, following last
year’s election and the redrawing of director districts,  the almost
universal expectation was that the coming 2010 election would feature
directors running in, and selected only by the members living in, seven
separate districts.  Districts affected in 2010 would be District 4, a seat
now held by O.C. Harmon, and District 5, a seat now held by R.B. Felps.

 The expectation was that the new Board majority would quickly revise the
Bylaws to provide for single-member-district voting in the newly aligned and
balanced districts.  However, in what was presented by the Board majority as
a means to allow for a comprehensive evaluation and revision of the Bylaws,
eliminating any internal contradictions and any inconsistencies with respect
to provisions of the Articles of Incorporation and the Electric Cooperatives
Corporation Act, a timeline was developed that put final Board acceptance of
the revised Bylaws well past the 2010 election deadlines.  And in keeping
with that intention and timeline, the Board majority successfully resisted
any proposals to make piecemeal changes to the Bylaws, especially proposals
to provide for single-member-district voting and term limits.

It now appears that the Board, thanks to some process streamlining suggested
by Pete Slover, and perhaps to some pressure from member/owners wanting
change much sooner, has developed a plan that allows the Bylaws Committee to
complete its work and make its recommendations to the Board in February.
Action by the Board then would allow the 2010 election to be conducted in
accordance with the revised Bylaws, assuming that the election scheme in the
revised Bylaws required no change in the Articles of Incorporation.
(Changing the number of directors from the number specified in the Articles,
seven, would, for example, require a change in the Articles, and that change
would have to be approved by the membership for it to become effective.  The
membership could vote in June of 2010 to approve the change, and that change
would be effective for the 2011 election.)

Now to the meat of the matter.  In my estimation, there is not now a
majority on the Board in favor of single-member-district voting.  For
various reasons, at least four directors appear to favor keeping the
at-large scheme we now have.  Some fear the parochialism that tends to
affect single-member-district representation; others recognize, and wish to
maintain, the power that well-organized political or interest groups have to
influence the outcome of at-large elections.  There are others who would
like to allow time to consider adding several directors elected at-large to
mitigate the possible narrow interests served by directors elected from
single-member districts and to add balance to the Board.

In any event, if left to its own desires, a majority of the Board would
probably receive, and approve, an election plan that kept the present
at-large voting scheme, with candidates running for the seat in the district
in which they reside, but being selected by voters from all seven
districts.  The necessity of running an at-large campaign does add to the
labor and cost of campaigning, the necessity of considering candidates from
seven different districts does add to the burden of the voters, and there
are other considerations as well.  But that is the result we are likely to
see if the majority of the Board members are left to settle the matter as
they wish.

*Fortunately, another outcome is possible.*  The new timeline of Bylaws
revision and Board approval calls for public forums, presentation of
information of the PEC web site, with a provision for member/owner reaction
and input, and of course public comments at the December, January, and
February Board meetings.  If we are to see a change in the election process
resulting in single-member-district voting in June of 2010, those who favor
that approach had better make their voices heard and their opinions known.
You are going to have to establish a position that the majority of the
directors cannot comfortably ignore.

And those of us who favor a mixed or hybrid system, with a number of
directors (I would say seven) elected from single-member districts, by
voters living in those districts, and another number of directors (I would
suggest two) elected at-large, by voters in every district, had better
decide that we should take the step available now (single-member-district
voting) and push for the additional step (the at-large directors) later,
when the need might be more apparent.

This is not complicated.  It’s a matter of numbers and publicity.  If enough
member/owners make their positions known, by public comments at PEC forums
and Board and committee meetings, and by written comments addressed to the
Board or posted on the web site when that is on line, the directors will get
the message, which will be reinforced by media coverage.

Of course the advocates of at-large voting will have their say as well, but
theirs is a harder case to make.  Defending the status quo against
attractive change is always difficult, but especially so when the existing
system has produced the results this one has.  We have suffered for years
under the reign of previous Boards and their chosen leaders and managers,
and, speaking frankly, and given the field of candidates, we have been very
lucky the last two election cycles.  Regardless of your view of the
incumbent directors (and I have some regard for them all, and much regard
for some), we could have done much worse, very much worse.

So it’s time to speak your piece where it can be heard, and write it where
it can be read, and do so where it can all be reported.  I realize that it’s
rather presumptuous of me to set this all out in this fashion, but I think
the matter deserves attention here and elsewhere.  Forgive the presumption,
and do your part.

Milton
Milton Hawkins
P.O. Box 1502
Johnson City, Texas 78636-1502
830-868-9075
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