Refining PEC Processes: Part 2

A few days ago, I began a four-part series of entries concerning recent developments at Pedernales Electric Cooperative. In my first piece, I covered a recent change to our Director election policy that will be instituted in the 2015 elections. Click HERE to read more about it.

Now my focus will turn to another Director-related topic, which is the Co-op’s policy regarding Director education. As it stands now in the PEC bylaws, each Director is required to attend an initial series of “beginner” courses within his or her first year, to be followed up by further education as necessary to perform a Director’s fiduciary duties. The current policy reads as such:

Article III. Section 2.m “[A Director must] be willing to devote such time and effort to his or her duties as a Director as may be necessary to oversee the Cooperative’s business and affairs including…obtain[ing] the Credentialed Cooperative Director (CCD) designation from NRECA within the first year after election to the Board; [and] attend[ing] state and national association meetings and Director continuing education training as needed to maintain current knowledge and improve awareness of potential risks to the Cooperative.” (Click HERE to read a copy of our current bylaws.)

At our September committee meeting, a bylaw amendment was proposed to change the education requirements for Directors. This amendment would change the time period in which a Director had to complete the initial training from one to two years after being elected. It also would have REQUIRED Directors to “complete two courses, conferences, seminars, or training opportunities each year beginning with the first anniversary after their election to the Board of Directors.” (Click HERE to see the proposed amendment in it’s full form, p. 118)

Almost all of the Directors had some problem with this amendment. One Director didn’t like the idea of extending the time allotted to receive the initial training. She believes that training is crucial in order for a board member to be effective. I had a problem with the resolution from a different angle – and several of my other colleagues on the Board agreed. I’ll go over my objections in a minute, but the major takeaway here is that the end result of our discussions was that we indefinitely tabled the amendment. The bylaws will not be changed to make room for these new Director education requirements.

While this issue ends up being something of a moot point since it didn’t gain traction, I think it’s important to note why several board members and I objected to this resolution. The first question we must ask ourselves is when is it appropriate for the Board of Directors to alter the bylaws in the first place? I remember a gentleman spoke at our annual meeting about this very question. He noted that PEC’s bylaws – the member-owners’ protecting documents – could be changed at anytime and for any reason by the Board. That particular statement troubled me, especially when he further went on to give the example that somewhere along the lines, the bylaws had been altered to change the Co-op’s mission from delivering “lowest cost” power to “competitive[ly] price[d]” power.  Maybe that’s just semantics, but it could amount to much more. After all, “competitive” is quite loose. Competitive with whom?! Lowest cost, on the other hand, is pretty concrete. I would have preferred to keep the language the way it had originally been written.

One could argue – and it’s a fair argument – that Directors must be able to change the by-laws without approval from a majority of members because our Co-op is so large, and we get such low voter turnout.   We might never be able to change anything because we would never get enough participation. There are some who would say that is a GOOD thing – they don’t want the bylaws to be changed! Others would say the policy we have of allowing time for member-review of proposed bylaw changes before the Directors take a vote is plenty thorough to insure members have a chance to voice objections or concerns before the proposed revisions are adopted. I see value in both sides of the argument, but I do believe at the very least there should be some inclination from the membership that changes are desired before we even bring the issue of a bylaw change forward for discussion. Changes should not be made solely at the whims of the Board.

I personally had never heard anything from a member suggesting a desire for Directors to be required to get a minimum of two continuing education courses per year. If anything I had heard several people express concern regarding the costs associated with Director education, namely travel, lodging, and convention fees and expenses. The issue of cost brings me to my second objection to this resolution – what actually is the value of “continuing education” for Directors? I honestly do not know. I haven’t been around long enough, and I haven’t even attended the beginning NRECA Director courses required of first-year PEC board members. I’m set to do that in December, as that is the only time I can get all five courses done without other conflicts arising before my first year on the board expires. (Unfortunately, I will even have to miss the December board meeting in order to get this education – I doubt that this was the intent of the bylaws, and yet we see what can happen when the bylaws are freely changeable. Unforeseen circumstances are bound to arise.)

The bottom line is we must take into account the costs associated with sending board members on Co-op related trips to get education. What do we, the PEC members, get out of our Directors attending? Perhaps they learn a lot of valuable information. Perhaps not. I guess I’ll find out in December. Beyond the initial training, though, I think there is room for us to explore if there is a better way for us to educate our Directors than sending them off to expensive conferences – maybe we could team up with fellow Central Texas Co-ops and bring educators here so that we can cost share and all benefit together. You know, the whole co-ops-helping-co-ops principle. I would love for us as a board to investigate something like that.

I know I still have a lot to learn about PEC and the co-op world in general. I’m asking questions. I’m seeking out answers. I’ve become a student of the energy sector, and I’m enjoying the material tremendously. Since my election in June, and for months leading up to it, I have spent hundreds of hours educating myself on the electric industry and PEC specific matters. I see great value in that type of education, and I know it has made a difference in my performance on the board. As long as I have the privilege of serving you in my capacity as a Board Director for Pedernales Electric, whether or not I’m able to travel to seminars and conferences, I will be committed to educating myself on matters that affect my decision-making abilities.

“Refining PEC Processes:  Part 3 will be out early next week.”

2 thoughts on “Refining PEC Processes: Part 2

  1. Thank you for at least attempting to keep the membership informed as to the goings-on at the PEC Board meetings. I have noticed that Larry Landaker has stepped up his level of communication as well, and think that’s a valuable service to those of us who are listening. Maybe it’ll get a few others listening too.

    That said, I want to go on record as AGAINST the release of recent voter lists to candidates which you discussed last week (comments were closed there…). The reason I object is that it will only serve to reinforce the current voting patterns, and will tend to marginalize (further) those who, for whatever reason, haven’t voted in the recent past. PEC’s big picture goal should be to get those who are not currently voting more involved and interested, not to narrow the communication stream any more than the sad trickle it already is.

    Apparently this Bylaw change has already been voted in without the knowledge of the vast majority of the PEC membership, myself included. Granted, it’s our duty as members to be aware of what’s going on at the Board level and I admit that I haven’t had the time or energy to follow what you all do. And I also admit that the Board is elected with the responsibility of making decisions for the membership, so that the entire membership doesn’t have to vote on everything. If I recall correctly there was discussion a few years ago about some sections of the Bylaws which would require member approval to change and others which would not, but unfortunately I don’t recall the outcome of those discussions. I feel that mucking about with any part of the election process is one of those areas which should require the ratification of the membership.


    • Bill, thank you for your comment. I apologize about the “closed comments” – as a fairly new blogger, I am getting inundated with spam in the comments section from organizations trying to get me to use their blog-assistance services! Hopefully, as time goes on, that will stop, and I can leave the comments section open for anyone to freely post. For now I have to individually approve each comment, which takes a little more time, but I’ll try and make sure to get real comments posted quickly.

      I understand your concern about furthering the divide between those PEC member-owners that do vote and those that do not. Please remember that PEC will continue to communicate with EVERY single member in the months leading up to the election. PEC has nothing to do with communications between individual candidates and members other than providing a set of rules for what is allowed and not allowed – whatever candidates decide to do is up to them. In the past, candidates have come up with their own ideas of who to contact and sent out communications that way. As I mentioned in the post, the costs of communicating with every member are insurmountable for an individual candidate – the idea that the entire membership would hear from a single candidate is unrealistic, which is why it hasn’t happened in the past.

      I share your frustration that more members don’t participate in the elections, but we can’t force them to do so. I’m not sure what the answer is to getting more members into the active voting pool, but it appears to me the answer will not come from the election policy and procedure side. It will come from interest within communities, which is something I’m trying to grow through my own community-engagement efforts. The more people feel attached to their co-op, the more likely they are to vote. Regarding your second point about PEC’s bylaws, THIS WAS NOT A BYLAWS CHANGE. This was a change to our election policies and procedures, which is something that is required in our bylaws to undergo annual revue and alterations by the board following the annual meeting. I agree that if this amendment to the Election Policy and Procedures were a bylaw change, it would have to withstand further member scrutiny for it to be adopted.

      Bill, thank you again for your comment. It is greatly appreciated, and my hope is that by checking in here and with Director Landaker (a big kudos to him for his member engagement efforts!) you are better served and better informed than before.

      Emily Pataki


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