In these pages last summer, I wrote about Rappahannock Electric Cooperative’s (REC) efforts to block a membership vote at the co-op’s August annual meeting. The blocked vote would have addressed my proposed bylaw amendment that would require REC to annually disclose the total compensation paid to each REC board member. As a result of REC’s blocking efforts, the co-op’s members, who collectively own REC, were deprived of a chance to vote on this important issue.
REC later quietly added limited information to its website about board compensation, but that information is not easy to find there, and of course it’s of no use to anyone without Internet access. Moreover, the compensation information disclosed on REC’s website is far less complete than what the blocked ballot proposal would have required. Even if viewers of REC’s website manage to find the information, they still can’t tell how much each board member is receiving each year.
In the November/December 2012 issue of REC’s “Cooperative Living” magazine, REC’s board announced that in September it made changes to how co-op members can put bylaw amendments before the membership for a vote. These drastic changes, REC claims, were part of its “normal review process of the Cooperative’s bylaws.” But in truth, these radical changes are a REC board power grab, implemented with no advance notice to REC members and with no discussion at the August annual membership meeting.
The board’s power grab is designed to make it all but impossible for any co-op member to put a proposed bylaw amendment up for full membership vote. It’s disappointing that a reasonable effort to get REC to tell its owners what their board members are paid led to the board imposing this anti-democratic measure.
Under REC’s complex new procedure, a member wishing to put a bylaw proposal on the ballot at the August annual meeting must submit the proposal six months in advance, must obtain 500 members’ signatures and (worst of all) must ensure that no more than 63 of those minimum 500 signatures come from any one REC board region. REC has eleven board regions spread over twenty-two counties from near the Chesapeake Bay all the way to the West Virginia border. Only a very well financed effort could meet the challenge of getting 63 signatures from each of at least eight of those regions to reach the magic number. Adding insult to injury, bylaw amendments must now be approved by a two-thirds majority of the co-op members voting, rather than a simple majority, as has been the rule for many years.
There’s nothing wrong with reasonable measures to prevent frivolous membership-ballot proposals. But REC’s board has overreacted. It has now likely ensured that the membership can never consider, much less implement, a serious and reasonable proposal that simply sought to inform all of the co-op’s owners how much REC pays each board member.
An editorial in REC’s “Cooperative Living” magazine last June described electric cooperatives’ annual meetings, where members “make decisions about their customer-owned utility” and “vote on changes to the bylaws that govern the utility they own.” This, the editorial gushed, is “an old-fashioned exercise in democracy that’s both refreshing and resilient, a living reminder . . . of when citizens would get together to make important decisions about their shared welfare.” How sad that today’s REC member/owners will likely never get to participate in such an old-fashioned exercise.
Seth Heald, of Rixeyville, is a member/owner of REC.