Questions arise over seating of new MEA board member

PALMER — Matanuska Electric Association has a new member on its board of directors.

Sort of.

Kit Jones, a member of MEA’s bylaws committee, will have to resign her seat to join the board. She was chosen in a 3-2 vote of the co-op’s board of directors Monday to replace David Dahms, who resigned Sept. 29 without much word publicly as to why.

Jones was sworn in, but there’s a catch.

In voting 3-2, with Larry DeVilbiss and David Glines supporting candidate Bill Tull, the board, according to MEA in-house attorney Jim Walker, did not have a majority. A majority in such a vote is a requirement of the co-op’s bylaws.

“She did not receive the affirmative vote of a majority [more than half] of the remaining board members and cannot be considered a director under MEA’s bylaws,” Walker says in a memo prepared after Monday’s meeting.

The problem is that the board’s own rules prevent President Lois Lester from voting except to make or break a tie. A 3-2 vote is not a tie, Walker said, thus Lester is precluded from voting.

But since Lester is also a board member, her presence brings the number of directors to six. Jones’ three votes are therefore not, according to Walker, a majority.

In a special meeting Wednesday scheduled, in part, to discuss the issue, board member Peter Burchell pointed out that when Dahms was seated to replace a board member he received three votes with then-president Lee Jordan abstaining.

“I think we are in accordance with past practices,” Burchell said.

MEA Assistant General Manager Tuckerman Babcock said in an e-mail Thursday that his reading of the minutes from that meeting show the vote in question had Jordan voting in favor of Dahms, for a 4-2 vote. The vote to seat Dahms as a director was unopposed.

Wednesday, the board took a second vote. This time Lester joined Katie Hurley, Janet Kincaid and Peter Burchell in voting for Jones.

The board then went into closed session, with Jones seated as a member, to talk about their evaluation of MEA General Manager Wayne Carmony.

Glines objected, saying, “We are going into executive session with an individual who is not legally on this board.”

DeVilbiss had his own objections, saying he would leave the meeting if directors strayed from the topic at hand – their evaluation of Carmony. He noted that in Monday’s meeting, board members seemed to want to talk about the details of Carmony’s contract, which aren’t at issue in evaluating the general manager’s performance.

“I intend to attend the executive session,” he said; however, “not for the purpose of going into the details of the contract.”

Reached Thursday, Jones seemed somewhat bemused by the whole ordeal.

“Management did swear me in,” she said. “Management did take my hair sample.”

She said she thinks Walker’s reading of the rules is one interpretation, but there’s another interpretation.

“I’ve been kind of researching and my thoughts, the way the bylaws read. . . a majority is a majority of the people voting even though there are more at the meeting,” Jones said.

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