The Pedernales Electric Cooperative Board of Directors held a special meeting Monday, Oct. 25, to discuss and review potential revisions to PEC’s bylaws. The meeting was conducted entirely in open session and included comments from PEC members and staff.
The proposed revisions primarily revolve around 13 key areas, including election procedures and director term limits. At the meeting, the Board reviewed each revision, suggesting edits and providing input for the Board’s Governance, Bylaws and Legal Committee to consider at its Nov. 1 meeting. The committee then will submit a final draft for the Board to consider at its Nov. 15 meeting in Johnson City.
District 6 Director and Board President Larry Landaker stressed how important updating the bylaws is to the operation of the Cooperative. “There are very few things this Board will do that are more important than the consideration of our bylaws,” Landaker said. “It is the bylaws that give our Cooperative its governing authority and ability to function. We currently operate with bylaws that are woefully out of date.”
Member comments at the meeting centered on bylaws language regarding easements, board compensation and single-member district voting. The Board discussed three new bylaws options regarding single-member district voting, including an option to let members vote in 2011 on adopting such a procedure, which would allow members to vote only for director positions in their district. Unless directors approve a change, the 2011 Board election will be conducted using the current system, which allows members to vote for all director positions across the PEC service area.
Other potential bylaws changes include:
• Establishing limits of four three-year terms for directors, while allowing former directors to run again for office after being out of office for at least three years. Current bylaws allow for unlimited three-year terms.
• Requiring 100 members’ signatures on a petition to nominate a director candidate. All signatures would be required to come from within the candidate’s district. Currently, 50 signatures are required.
• Formal elimination of the advisory director position. While the current bylaws allow for the appointment of advisory directors as approved by the Board, PEC doesn’t have anyone serving in this capacity.
• Lowering the number of member signatures needed to bring the removal of a Board member up for a vote from 25 percent of all members (about 49,800 members) to 10 percent (about 19,200).
• Allowing outstanding balances owed by members or former members to be applied against capital credits.
“We want to propose and adopt a model set of bylaws, not just for our Cooperative, but one that will stand as a model for co-ops throughout the nation,” District 7 Director Dr. Patrick Cox said. “We’ve spent a lot of time working on this.”
The bylaws revisions the Board reviewed at the Oct. 25 meeting, including the entire text of the bylaws and a summarized table of the 13 key areas, are posted in the Board agendas area at www.pec.coop. Member feedback on the proposed changes can be sent to email@example.com for consideration by the Board. The Cooperative plans to post a final draft of the revised bylaws sometime after the Nov. 1 committee meeting.
Landaker is confident the Cooperative’s efforts to update the bylaws will be successful. “We now have a new, fully elected Board. This effort cannot, and will not end in failure. We must demonstrate that we are capable of self-governance,” he said. “We are all in this together.”