Bylaws subject of battle

PALMER -- The Matanuska Electric Association board adjourned their Monday meeting with no final decision on whether MEA members will be asked to consider changes to the co-op's bylaws at the association's April election.

The board, for more than two hours, struggled at loggerheads over the proposed changes to MEA's bylaws relating to campaign finance and disclosure reports. The changes were the result of an eight-month effort undertaken by MEA's bylaws committee, after MEA's interpretation of its bylaws was found to be incorrect in court.

Alaska Superior Court Judge Beverly Cutler, in her February 2002 decision in the MEA vs. Waterman case, said MEA's bylaws were vague. That determination stemmed from her ruling in a case over the board's April 2001 decision not to seat top vote-getter Michael Janecek, on grounds that he violated campaign disclosure requirements. After Cutler's decision, the board agreed changes must be made to the bylaws in order to make them enforceable.

In April 2002, the MEA board voted to direct the bylaws committee to examine current bylaws regarding campaign disclosure, and to bring suggested changes to the board. The board took the mandate one step further, asking that the committee consider amending MEA's campaign disclosure rules to reflect, where possible, those of the Alaska Public Offices Commission.

The committee held numerous meetings and developed about 14 distinctive changes to the bylaws -- many of which are interrelated -- and handed their proposed changes back to the board in December, after a legal review of the changes was made.

Lee Jordan, the bylaws committee chair, was Outside for Monday's meeting, but information he presented to the board at a Saturday workshop detailed the committee's attempt to follow the board's request. While the board tried to follow APOC guidelines, Jordan said, in some places, the committee did not feel APOC's rules were appropriate for the co-op's elections.

"However, in other areas, such as the frequency and deadlines for filing disclosure reports, the committee has opted to develop a model we believe is far better suited to the unique circumstances of MEA elections, including the fact that most MEA members cast their votes by mail, well in advance of the annual meeting," Jordan wrote in his Dec. 9 memo regarding the proposed bylaw changes.

The board's struggle Monday was the result of two main disparate viewpoints. About half the board felt the bylaw committee had done their job and their efforts, largely unchanged, should go before the membership for approval or disapproval.

"I feel the bylaws committee did an admirable job -- they spent a lot of hours going through this and came up with a superb document. It was unanimous on the final decision of the document by every member of the committee," said board member Bill Folsom.

Janecek said he disagreed with Folsom's view.

"Many of these bylaws fly in the face of our right to free speech and the Constitution of the United States …" Janecek said. "I believe these proposed bylaws … cause a member's rights to be infringed upon … so that they are discouraged from running. Your willingness to ram this down our throats in one sweeping motion is unconscionable."

The motion to divide the question failed in a vote pattern that was to dictate many of the decisions -- and the debate -- throughout the meeting. Board members Janecek, Lois Lester and Scott Daugharty voted in favor of dividing the matter, while board members Folsom, Jim Hermon and Linda Shattuck voted against.

Although several other motions came up, addressing sticking points with the proposed changes, few made it through the vote. One exception was the first change the committee suggested -- which would have had newly elected board members wait until after July 4 to be seated. Current bylaws provide for the new board members to be seated at the board's first scheduled meeting after the annual meeting.

Janecek made the motion to strike the change. He said he saw no reason to wait that long to seat a new board member. Lester, who seconded the motion, said she felt such a change could result in bad board decisions.

"This board meets each month," Lester said. "This allows lame ducks to enact contracts or … ignore the wishes of members who voted."

Folsom argued that the rationale was simple -- by waiting a little longer, all final campaign disclosure reports would be in and the board could be sure the new member was bona fide.

"There would be no doubt that the new person who was coming in on the board had met all the necessary requirements," Folsom said.

After the motion passed, MEA spokesman Mike Pauley reminded the board that, because many of the changes were built on top of each other, changing one meant several other changes would be necessary.

"The amendment the board just adopted makes three different sections … require legal review and probably, substantial revision," Pauley said.

After another amendment changing language in the bylaw revisions was passed, then reconsidered and failed, board member Scott Daugharty suggested tabling the document and sending it back to the bylaws committee for further revisions.

"I'd like to send it back with some different parameters to wade through," Daugharty said.

Wayne Carmony, MEA's general manager, said sending the document back to the committee would mean it wouldn't go before MEA membership until the 2004 election.

Folsom said he was reluctant to send it back to the bylaws committee, who had worked hard to develop what they felt was a fair document. At the same time, he said, he did not want to see the matter dropped.

"We can't just stop now," Folsom said. "We can work on it for the rest of the time we have left and work on it at a special meeting."

After DeVilbiss pointed out that Daugharty's motion, without specifying when the matter would come back to the board, would effectively kill the bylaw changes, Daugharty withdrew the motion. But it was to be the first of several as the meeting approached the 11 o'clock hour.

When another amendment to change language in the document was made, Hermon objected, saying that he felt proceeding without an attorney present to help steer the changes was dangerous.

"I'd like to get our counselor to review this," Hermon said. "Without him here, I don't want to change anything."

More amendments came forward, but each fell when it came to a vote. As time neared the board's four-hour meeting limit, Carmony requested that the board take a break from the bylaw changes and discuss the remaining items on the agenda -- some of which needed to be done that evening to allow work to get started on future projects. To facilitate the request, Janecek moved to table the bylaw changes -- a move that would kill the discussion and the revisions if it was not brought back off the table during Monday's meeting.

The motion to table the matter passed unanimously, and the board quickly dealt with the remaining agenda items. After those matters were disposed of and with fewer than five minutes remaining in the meeting, Folsom moved to take the bylaw amendments back up for discussion. The motion passed, with the help of a tie-breaking vote by DeVilbiss. Board members Janecek, Lester and Daugharty opposed the motion.

After discussion began again, Janecek moved to continue the discussion at the board's February meeting but, before a vote could be taken, an emergency motion was requested to extend the meeting time period. That motion passed and, with less pressure, the discussion resumed.

Carmony pointed out to the board that its February meeting would be held too late to meet criteria set out in bylaws.

When the vote to postpone failed, Folsom proposed that the board simply vote the bylaw amendments up or down and be done with it. The motion failed through a 3-3 vote, with Janecek, Lester and Daugharty voting in opposition.

Folsom followed with a motion to set a day-long special meeting where board members would have ample time to wade through the document without the restriction of a four-hour meeting limit. That motion was narrowly approved, with DeVilbiss stepping in to cast a tie-breaking vote and carry the motion. Board members Daugharty, Lester and Shattuck voted against holding a special meeting.

A date for the special meeting had not been set as of press time Wednesday.