In a meeting open to members, Pedernales Electric’s recently formed Governance, Bylaws and Legal Committee met in Johnson City on September 8, where it approved a committee charter for full Board consideration and discussed other items. The committee is chaired by District 7 Director Dr. Patrick Cox and includes District 4 Director O.C. Harmon and Advisory Director-at-Large Lamont Ramage. PEC Board President/District 6 Director Larry Landaker also was in attendance and serves on the committee and all other Board committees in an executive capacity.
The committee discussed a timetable for a thorough analysis and revision of the Cooperative’s bylaws, which will begin with the Board attending a bylaws seminar to be held in October by the National Rural Electric Cooperative Association. Before passing any revisions, PEC plans to gather member input on bylaws changes through public forums and comment periods, as well as by posting proposed versions of the bylaws for review and making committee discussions on the subject open to the public. The committee plans to recommend that the Board vote on a new of bylaws in June or July 2010 after considering the results of a non-binding vote on the revised document by the members. The member vote would conclude at PEC’s 2010 Annual Membership Meeting in June.
The committee also discussed the merits and costs associated with PEC’s charitable efforts and decided to further evaluate the Cooperative’s contributions through a more thorough review of the matter. The committee requested that PEC staff provide a comprehensive list of all actions and services offered by PEC that could be considered charitable giving, along with the costs and sources used to fund the programs. The committee also requested that PEC staff investigate any NRECA or Texas Electric Cooperative guidelines on the subject.
In other business, the committee:
• Decided to not move forward with any Advisory Director nominations, including that of former Advisory Director James Spellman, until a new process is in place, as any revisions to bylaws could include changes to PEC’s regulations regarding Advisory Director positions.
• Directed PEC’s general counsel to investigate and report back to the committee on any legal issues that would affect the Cooperative’s ability to grant members’ requests for other members’ names and addresses for use in stated “proper purposes.”
• Decided to work on creating a form and procedure to present to the Board for its use in the formal evaluation of PEC’s general manager and general counsel.
• Voted to recommend to the full Board that it hire outside counsel to review written employment contracts.
The next regular meeting of the Board will be held September 21, at 10:00am in PEC’s Johnson City headquarters building.