Counselor seat to be empty at MEA meetings

PALMER -- After at least a decade of service as Matanuska Electric Association's chief corporate counsel, Delaney, Wiles, Hayes, Gerety, Ellis and Young Inc. attorney Stephen Ellis offered his resignation to the co-op in July, citing health reasons for his request.

MEA officials were not able to pin down exactly how many years Ellis served the company, but agreed his arrival predated that of current general manager Wayne Carmony. According to information from MEA spokesman Mike Pauley, Ellis is scaling back his schedule at Delaney Wiles, but still works with the firm.

Ellis was out of the office Friday afternoon and did not return a call in regards to this story.

Although Ellis has long been a fixture at MEA meetings, his departure may mean future MEA meetings will be held without a chief corporate counsel and parliamentarian on hand.

Patton Boggs, LLC was asked to handle corporate affairs in Ellis' stead, and Pauley said attorney David Mayberry will be serving as the lead counselor. Mayberry also served as MEA's defense counsel during the recent Waterman vs. MEA case in which Scott Waterman, an MEA member, sued MEA after board member Michael Janecek, the leading vote-getter in the 2001 MEA election, was not seated at the subsequent swearing-in ceremony. Palmer Superior Court Judge Beverly Cutler found that Janecek was entitled to the seat and, in February, demanded he be seated. The case has not yet been settled, Pauley said.

"We're waiting for a final judgment," Pauley said. "We still, at this late date, have not received a final judgment from Judge Cutler."

After Ellis tendered his resignation, Mayberry sat in on a July special meeting. During attorney comments at that meeting, Janecek voiced his objection to having Mayberry at the table.

"I think it's unethical and unprofessional that he would sit on the board," Janecek said. "I complained to the board in comments … I want to be on the record that I do protest that. I think it's wrong and unethical that he was there."

Pauley said there was no conflict -- MEA simply defended itself in a lawsuit and the attorney in the case happened to be with a firm with whom MEA has worked regularly over the past two years. Mayberry said Patton Boggs has argued before the Regulatory Commission of Alaska and the former Alaska Public Utilities Commission on numerous occasions.

"MEA was a defendant in the litigation -- the majority of the board were named as defendants," Pauley said. "It's not like you have a choice about defending yourself when you're sued. Patton Boggs was simply asked to handle the case … If Mr. Janecek has a disagreement, it's a disagreement with the majority of the board, not with Mr. Mayberry."

Pauley said Mayberry's absence at the Aug. 13 special meeting had nothing to do with Janecek's complaint.

"I'm not aware, what you said earlier that he was asked not to attend … he was not present," Pauley said. "It must have been a scheduling problem."

Pauley said if Mayberry was not present, another attorney from the firm likely will be.

"The primary value-added of having an attorney there at the board meetings is just to help with parliamentary procedure and with any questions," Pauley said.

But MEA board president Larry DeVilbiss said he saw Janecek's point and decided the board could do without an attorney present.

"I could understand that," DeVilbiss said of Janecek's concerns. "That's why I asked Mr. Mayberry to sit out of our meetings."

DeVilbiss said, while not having an attorney present could delay a few decisions, he was comfortable with the knowledge available by MEA staff.

"What I intend to do is proceed with our best legal judgment -- we've got several staff members that have pretty good legal backgrounds and we'll rely on Patton Boggs for backup legal review," DeVilbiss said. "I'm quite happy [with the arrangement]. We sit at the school board and we've got a budget two times the size of MEA's and there's no attorney there. It may slow some decision making. [But] I can guarantee you that, once the board's done their work, corporate counsel is going to review it anyway. [General Manager] Wayne Carmony is really good about that."

Janecek, at the Aug. 13 meeting, offered a motion to bring forward a request for proposals for an attorney to fill the position instead of Patton Boggs, who was appointed by Carmony.

That request fell in a 3-3 vote, with Janecek, board members Lois Lester and Scott Daugharty in favor and board members Bill Folsom, Jim Hermon and Linda Shattuck against. DeVilbiss did not cast a vote in the issue -- a vote that could have saved the motion.

"It failed in a tie. I didn't vote on it -- I wasn't real happy with the motion," DeVilbiss said. "I think a bunch of ignorant board members trying to hire an attorney is kind of laughable. You don't know what you're getting … That's a very unusual way to go about getting legal counsel."