MTA board tries to sweep bylaw changes under carpet

Editor’s note: This is part I of II of an opinion piece submitted by Chuck Foster, a longtime member/owner of Matanuska Telephone Association who also served on MTA’s Board of Directors.

I would like to preface my comments to clarify that my concerns are not directed to the hard-working men and women who make up the majority of Matanuska Telephone Association’s workforce. With my 20 years of close association with these individuals, I know they are some of the most loyal and dedicated of any employees anywhere. My concerns are with senior management and the board of directors.

I resigned from MTA’s board in 2011 because I felt vital information was being withheld from MTA’s membership. I resigned because I was warned by board members that if I discussed many of the items detailed below with our membership, I could face censure and possible legal consequences.

This year, MTA’s board of directors has proposed two bylaw changes I feel are not in the membership’s best interests. I am at a loss as to the reason why the board would propose them. The board members provide no insight or explanation for the proposed changes, just that they would like them changed. This in itself is alarming in a cooperative owned by the membership. The membership requires, and deserves, an explanation!

The majority of this year’s proposed bylaws amendments will, in my opinion, further the ability of MTA to withhold information from members.

The first proposed change involves clarifying financial and audit information provided at the annual meeting. This means that MTA will not be required to provide any audited financial information to the membership. About a decade ago, the board changed the bylaws to eliminate the board position of treasurer, and with it went the treasurer’s report at annual meetings; the only time member/owners could ask questions relating to co-op finances.

If the membership passes this bylaw change as recommended by the board, they may summarize whatever financial information they wish to give us. For instance, according to this year’s income statement, net margins (profits) dropped by 41 percent. If this bylaw passes, this decrease of margins would not have to be provided to the membership as it is now.

Why not provide it to the membership? To withhold this data is nothing but camouflage. The entire information available in this year’s annual report (which the board wants to omit) and much more is required to be filed with state and federal regulatory agencies and available to the public. It is not vital information we need to keep from MTA’s competitors. It would just mean that the information would not be made available at the annual meeting when the membership votes its conscience. The only conceivable reason I can think of for this amendment is to conceal financial information from the membership.

A good example of this is that for the first 46 years of MTA’s existence (1954 to 2001), MTA proudly announced in its annual report the total number of members. In 2001 the annual report listed more than 60,000 members. After this MTA started losing customers and for the past decade has made no reference to this item in its annual report.

We as member/owners would be foolish to approve this proposed bylaw. When you also consider there is no place on the annual meetings agenda for members to ask questions of the board, we have already pretty much granted the board a rubber stamp.

To approve this additional amendment would be foolhardy!

Another proposal tagged “Strengthening Requirements for By-Law Amendments” would require an increase in member signatures for a bylaw amendment (by petition) from the present 50 signatures to the proposed 300 member signatures. Consider that last year’s proposed bylaw proposal (by petition) requiring management to disclose the total annual compensation of the CEO to the membership was the second bylaw amendment proposed by petition in the past decade. It was opposed in the annual report by MTA’s board of directors.

However, the changed passed by an overwhelming majority. So, why is MTA now making it more difficult for a member to propose a bylaw amendment by petition? There certainly is no history of abuse. All this proposed amendment does is make it more difficult for anyone other than the board to put an idea before the membership.

I read this year’s annual report looking for the amount of compensation MTA’s CEO cost the association (we passed this bylaw last year). When I was unable to locate this bylaw requirement in this year’s annual report, I emailed MTA board chairman Earl Lackey May 18 requesting information regarding this apparent oversight, and as of the writing of this have received no reply from the chairman of our elected board members.

There appears to have been no effort to follow the bylaw the membership passed last year, and I suspect the CEO’s compensation will not be announced at the annual meeting as required by this bylaw.

Chuck Foster has been a member/owner of Matanuska Telephone Association for the past 39 years and served on MTA’s Board of Directors from 1976-92 and June 2009 to January 2011.