[Watchdogs] More on the New Board Policy on Unsolicited Offers
ealtgelt at austin.rr.com
Thu Jul 22 10:24:55 CDT 2010
The PEC Co-op's newly adopted "anti-takeover" policy has too many
barriers-and is designed in part to overly protect the excessive
compensation, salaries and "retirement" benefits of the senior management,
Board, and employees. It's the old "poison pill" strategy defense, being
belatedly resurrected in Johnson City.
Please try to have PEC4U members and the media to find out from the Co-op
how many outside law firm's attorneys hours and costs were incurred in
studying and preparing the policy. We must assume that the Cox Smith Law
Firm was mostly involved. We need to know who on the Board and Senior Staff
(including possibly Juan Garza) were involved in setting the direction and
"goals" of the policy.
In view of the never ending problems and excessive overhead at the PEC , I
believe Paul Langston is now seeking to have Horseshoe Bay -- and possibly
other municipalities being served by the PEC-- to have legislation enacted
so they could have the option of having their own electric Co-op's and to
de-annex from the PEC.
Perhaps Paul's idea may have some merit.
From: Milton Hawkins [mailto:milton.hawkins at gmail.com]
Sent: Thursday, July 22, 2010 9:39 AM
Cc: Carlos Higgins; Paul Langston
Subject: More on the New Board Policy on Unsolicited Offers
There is a mechanism by which it appears that the membership could bypass
the Board in order to consider an offer, and that is through a special
meeting called by the members. It would take a petition signed by something
like 20,000 members, however.
Bylaws, Article II, Section 2. Special Meeting. Special meetings of the
members may be called by the President, the Board, or a majority of the
Directors, or by a petition signed by at least 10% of the members. Special
meetings of the members shall be held at any place within a county in which
the Cooperative provides service.
The quorum for transaction at such a meeting would appear to be 5,000
members present in person, since no vote would have occurred prior to the
meeting to generate "electronic" presence. (The Bylaws need to be amended,
by the way, to reflect the new quorum established in the amended Articles of
Section 2. A quorum of Members for the transaction of business at all
meetings of the members, is five thousand (5,000) Members present in person
or casting a vote electronically, by mail or on their own behalf by any
other method approved by the Board.
FORMER LANGUAGE: Twenty per centum (20%) of the total number of all members
of the Corporation present in person or represented by proxy shall
constitute a quorum for the transaction of business at all meetings of the
members so long as the total number of members does not exceed three hundred
(300). In case the total number of members exceeds three hundred (300), then
and in such case, seventy-five (75) members present in person or represented
by proxy shall constitute a quorum for the transaction of business at all
meetings of the members.
These are high barriers, but if the offer were attractive enough to justify
setting aside the opinion of the Board, they could be met.
Milton Hawkins milton.hawkins at gmail.com
P.O. Box 1502
Johnson City, Texas 78636-1502
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