Board battles over bylaw amendments

PALMER -- Matanuska Electric Association members will be asked, in April, to consider two amendments to the co-op's bylaws -- one that would institute drug testing for board members and a second that would completely revise -- and add to -- several sections of the co-op's campaign disclosure requirements.

MEA's general manager Wayne Carmony, Monday, told MEA board members the two bylaw amendments submitted in early February by former board member Barbara "Tamie" Miller had met the requirements laid out in MEA's bylaws to be on the upcoming election ballot. Her petition to amend the bylaws to require board members to submit to hair-sample drug testing before being seated on the board received 307 signatures, seven more than required. Her petition to incorporate the bylaw changes proposed by the MEA Bylaws Committee received 517 valid signatures. The news was received by board members with mixed results.

Board member Lois Lester asked why she, as the board secretary, had not been presented with the amendments in person. The board secretary, according to the bylaws, is the keeper of the bylaws and any pertaining amendments and is tasked with "seeing that all notices are duly given in accordance with these bylaws or as required by law."

"The petition should have been presented to me," Lester said. "It has not been, and I have not signed it … "

Carmony said he faxed the proposed amendments to Lester's fax machine within 30 minutes of their receipt.

"We officially met all our obligations," Carmony said. "The legal requirement is that they be delivered to the association and [that the secretary be] put on notice that they are here."

Board President Larry DeVilbiss told Lester she could sign the document Monday night, but Lester questioned whether that may invalidate the proposed amendment.

"If I officially sign it tonight, it'd be null and void," Lester said, "it's got to be 60 days."

Board member Michael Janecek said he was disappointed that the amendments had been put forward to the members without any input from the board.

"The bylaws that were delivered to us have holes big enough to drive a semi through," Janecek said. "I am dissatisfied with … your willingness to condone bylaws revisions that step on my first-amendment rights … of free association and freedom of speech -- you will regret that."

Janecek referred to a new section proposed to be added to the bylaws that states: "A director shall disclose to the board the substance of any communication materially related to the business or financial affairs of the association that occurs between the director and any person representing the interests of: Any union representing a group of association employees; or any entity engaged in selling power to the association; or any business with whom the association has an existing or prospective contractual relationship that requires board approval."

Janecek said he was in favor of some portions of the bylaw revisions, including a portion that would require that all campaign contributions exceeding $250 made within nine days of the election be reported within 24 hours of receipt, but said he felt uncomfortable placing the bylaws before MEA members without having a chance to have an open discussion about it.

Board member Bill Folsom said the board had a chance to discuss the bylaw amendments, but he said he didn't think a discussion was what some board members were after.

"At our last meeting, we spent the entire meeting, it seemed like … on bylaws," Folsom said. "I feel this was not a legitimate attempt to take the bylaw recommendations and do a few simple things -- they wanted to gut them … We had ample opportunity to work on this and we threw it away -- and the members came forward … and I say three cheers for them."

DeVilbiss added that he, too, questioned the intent of board members Scott Daugharty, Lester and Janecek, who had opposed a motion at the last meeting to bring the bylaws off the table and continue discussion on them. DeVilbiss had cast a tie-breaking vote at that meeting, bringing the bylaws back onto the table.

"I find it quite interesting tonight that two of the three people who voted to table the bylaws at the last meeting with absolute full disclosure that it would absolutely kill the amendments … were tonight complaining that we didn't get back to the bylaws," DeVilbiss said. "My only conclusion was that at least some of the members don't care much if we get back to the bylaws or not."