MEA board doesn’t automatically renew Carmony’s contract

PALMER — The Matanuska Electric Association Board of Directors have voted to not to automatically extend general manager Wayne Carmony’s contract another year.

What that means exactly is still unclear. A noticeably tight-lipped board left the Thursday meeting without much explanation shortly after the decision, a 5-1 vote. Director Larry DeVilbiss cast the lone vote to automatically extend Carmony’s contract. Director David Glines was absent.

MEA Assistant General Manager Tuckerman Babcock said Carmony is still the general manager and his status at the power cooperative has not changed.

By the terms of his contract, each year Carmony’s contract is automatically renewed for one more year. Babcock said Thursday’s move simply negates that rule.

But if Carmony’s contract isn’t automatically renewed, does the board have to take a vote on whether to renew it? If so, when does that vote have to be made? If not, what happens to Carmony?

Babcock couldn’t say. By order of a previous board of directors, the contract is a part of Carmony’s personnel file and personnel files are confidential.

“The only elements of it that are public are those elements of the MEA bylaws that reveal how much leave you’ve cashed in, what your wages are and what benefits you qualify for,” Babcock said.

MEA reports in its monthly newsletter “Power Lines” that Carmony was paid $224,139.16 in 2007.

The move to not automatically renew Carmony’s contract came at the tail end of an often-contentious meeting. The legality of Thursday’s meeting — announced at the end of a separate special meeting Wednesday — was itself at issue as well. MEA in-house attorney Jim Walker penned a memo to the board prior to the meeting saying there is a section in the co-op’s bylaws requiring five days’ notice for meetings.

“It could be argued that this section only applies to those special meetings where notice is delivered by mail, but such argument would be contrary to past practice,” Walker says in the memo, adding that those at the utility with knowledge of meetings going back to 1984 had no recollection of a meeting called with less than five days’ notice.

This issue did not come up in the board’s discussions on Thursday.

What did come up was the issue of whether and how the board could go into closed session to discuss Carmony’s contract and who needed to be behind the closed doors with the directors.

DeVilbiss, who, along with Glines, has been on the losing end of most recent board votes, said he believed Carmony should be in the room if they were discussing his contract.

Babcock said Glines sent a letter to the board explaining his reasons for missing the meeting, but did not specifically authorize Babcock to release that information.

When discussing a particular utility employee, DeVilbiss said, “That individual has a right to be there, is my understanding. I don’t think we have the right to exclude them entirely.”

When it became clear he wasn’t going into the executive session with the board, Carmony asked that the meeting be public.

Board attorney Robin Brenna, hired last month to represent the board, offered the opinion that whether to go into closed session and who to bring with it is up to the board.

President Lois Lester decided to go with Brenna’s advice.

Walker said that, from a legal standpoint, the driving factor is the reason the board gives for going into an executive session. According to MEA bylaws, the board can go into closed session for three reasons — to discuss financial matters, to discuss personnel matters and to discuss legal issues. In only one of those instances — personnel matters — is the board required to ascent to the requests of an outside party.

In Thursday’s case, “The reason stated is a personnel mater, and both state statutes and our bylaws have an exception,” Walker said.

All this legal advice is just that — advice, Babcock said. The board can take it or leave it.

“Management is only bringing to the board’s attention possible contradictions of actions with the bylaws,” he said. “If the board acts in violation of the bylaws, then that subjects the association to potentially some cost if someone challenges that.”

Contact Andrew Wellner at andrew.wellner@frontiersman.com or 352-2270.