A new La Plata Electric Association bylaw amendment could increase the number of member signatures required to request a special meeting, leading some observers to question the cooperative’s intent behind changing the bylaw.
Part of the bylaw amendment would increase the number of written requests required to hold a special meeting from 500 members to 10% of the membership. LPEA has around 36,000 members, which means the number of written requests would increase from 500 to around 3,600 to hold a special meeting.
The amendment has been met with some backlash by its opponents such as LPEA District 4 director candidate John Purser, who says it is strange considering the option is rarely used. He said it has been used only once in LPEA’s history to his knowledge.
“I think it's in preparation for doing something quite contentious,” Purser said.
LPEA executive assistant Janelle Thunstrom said LPEA does not have a recorded instance of a special meeting called by a member petition either at 500 signatures or 10% of the membership, after reviewing corporate records.
The purpose of the amendment is to “reflect state law on the percentage of membership required to call a special meeting and the timing of meeting notices,” board member Joe Lewandowski wrote in an email to The Durango Herald.
The amendment is supposed to clarify inconsistencies pertaining to the current bylaws, said LPEA CEO Jessica Matlock.
In 2011, the LPEA membership voted to require 10% of members as a threshold for member-driven bylaw amendments, an additional increase from 2002 when the membership voted to move that threshold from 25 members to 500.
However, not all the related bylaws were amended at that time, and that created inconsistencies and confusion, Matlock said.
The specific inconsistencies LPEA is trying to resolve are that article II, section 2 allows for a special meeting to be called upon the written request of 500 members; but in contradiction, article II, section 5 says members may only bring a matter to mail vote “at any meeting” (regular or special) with a petition with 10% of members.
In addition, article XV says it takes 10% of the membership to bring a bylaw amendment.
“These inconsistencies create potential issues of unnecessary costs and barriers for members to bring matters to a member meeting,” Matlock said.
She said having a lower petition threshold for a special meeting would encourage members to call special meetings rather than adding the issue to the agenda at the annual meeting.
“Calling special meetings is inefficient for the cooperative, both in terms of cost and time,” Matlock said. “These amendments are designed to put regular and special meetings on a level playing field.”
The proposed changes are supposed to fix these inconsistencies and reflect the changes that were made in 2011 and make all of LPEA’s percentages the same as Colorado state law.
Colorado Revised Statute 7-127-102(1)(b) states that, unless otherwise provided by the bylaws, a nonprofit corporation that receives one or more written demands for a meeting must receive a petition holding at least 10% of all the votes entitled pursuant to the bylaws for an issue to be considered at a meeting.
The “unless otherwise provided in the bylaws” aspect of the Colorado statute is where Purser takes issue with the ballot amendment.
He said if it is already written in the bylaws that it requires only 500 members to call a meeting, then there shouldn’t be a need to change it to meet the Colorado statute.
“Colorado law differs from our bylaws,” Purser said. “Colorado law only applies if it's not covered in our bylaws.”
The amendment is also supposed to clear up deadline inconsistencies in the bylaws.
Article III, Section 4 of the bylaw requires director nominating petitions be submitted 60 days before an election.
Matlock said that is mandated by Colorado Revised Statute 40-9.5-110(1)(a).
However, members can bring a matter to be considered by mail at any meeting with a petition signed by 10% of the members in as little as 45 days before the election.
That means LPEA must wait can’t prepare its ballots until the 45-day deadline passes, which reduces the amount of time the co-op has to send ballots to members and have them returned.
“Or, LPEA would run the risk of mailing a ballot before the 45-day deadline, only to have to send a second one,” Matlock said.
She said by having all preelection deadlines on the same date and using the 60-day deadline from the statute, LPEA would avoid that risk.
Members voting by mail must have ballots completed and delivered to LPEA by 4 p.m. June 7. Otherwise, ballots can be delivered in person before the start of LPEA’s annual meeting at LPEA Headquarters in Bodo Park at 5 p.m. June 8.
tbrown@durangoherald.com
