March
28 Meeting Agenda - Final Version
March
28 Regular Meeting Minutes
March
28 Re-org meeting - revised minutes
March
18 - special meeting
(all executive
session)
March
30 - Comments on March 28th meeting
April
1 - At the March 28 meeting of the Socorro Electric Cooperative, the annual
meeting date was changed and the board determined which bylaws would be
brought to the members/owners at that meeting. .... continue on the Chieftain...
Agenda
Item I -
SET DATE AND TIME FOR THE ANNUAL MEMBERS MEETING: In January, 2013, the
board on a tie vote broken in favor by Pres. Aguilar, set the date of
Saturday, May 18th at 1 p.m. for voting and registration and 5 p.m. for
the business meeting. Last night the board rescinded that motion and reset
the Annual Meeting to reg. at WEDNESDAY, May 15th, voting and 1 p.m. ;
business meeting at 3 p.m.
The roll call vote against Wed. was Wagner, Dorough, Mauldin; the vote
for Wed. was Wolberg, Cordova, Wade with Pres. Aguilar breaking the tie
in favor of Wed. The unfairness of District 3 (Socorro) having 3 votes
to the other districts"' 1 vote each should be noted. This is a obvious
attack on the members in order to stop a quorum by limiting the attendance
of working people and especially people who live in the far flung districts.
This is unfair beyond belief and there is more.
Agenda Item H -
MEMBERS' RESOLUTIONS FOR THE ANNUAL MEMBERS MEETING: For as long as the
co-op has existed, the members meet in their districts, conduct business
including the debating upon and voting on resolutions for amendment to
the bylaws which are then sent to the "next succeeding Annual Meeting."
This happened in Oct. 27, 2012 when District 5 members voted upon a host
of amendments to the bylaws but the Board, Management and Attorney are
refusing to allow these bylaws to go forth for all sorts of ridiculous
reasons all of which boil down to the fact that several of these amendments
give more control to the members and curtail the ability of the board,
management and attorney to operate secretly and without regard to the
members' wishes. This trio would like to forget that the members are owners.
The attorney (see video on this website) claims all sort of reasons that
don't make a lot of sense especially if ARTICLE 15, RURAL ELECTRIC COOPERATIVES.
Section 6 -15-7 is consulted.
"The original bylaws of a cooperative shall be adopted by its board
of trustees. Thereafter bylaws shall be adopted, amended or repealed by
the majority of the members present at any regular annual meeting or special
meeting called for that purpose, a quorum being present......." This
is a state law was not mentioned during the meeting because this law clearly
indicates that members "adopt, amend, or repeal" and the trustees
do not. In the SEC's topsy-turvey world, the opposite is being mandated
with the defeated 2012 trustee amendments being on the 2013 ballot along
with the 3 amendments raised from the floor by members in 2012.
This attorney and/or the board has no right to block the District 5 amendments.
It is not their function or right. Neither should a "committee"
be established to "overlook" or "correct" their amendments.
The bylaw demand an up or down vote without interference. Thankfully there
is a video tape of the meeting so other claims as to quorum and meeting
behavior can contradict the "draft minutes" by the secretary
of the meeting who is a SEC staff member. There will be further action
on this matter - remember that Judge Mitchell ruled on member amendments
in 2011.
WHAT CAN BE DONE? Let your trustees know what you think with a copy to
the newspaper and cynic website. Talk to friends and neighbors for these
and other issues are headed straight for a "necessary" rate
increase. Donate to the members' legal fund as we will probably have to
head for court again.
Most
important
.. There are elections scheduled for October, 2013 in
District 2 (Magdalena, Alamo, and the west side of Socorro) and District
3 (Socorro). Start thinking about good honest people who will act for
the members on the board to run for these slots. Be careful of supposed
"reformers" who will turn on the members as soon as they are
elected. No person who has served on the board before should ever be elected
again. Consider recall for those who have been on the board for years
to the members harm. Once the board belongs to the members, things will
straighten out and we will be rid of this constant battle.
033013-Comments
on the 3/28 meeting
March
27 Commentary
Everybody
understands that it is much more comfortable to skip going to the SEC
Board meetings and just stay home and watch the tapes of the meetings.
But in the case of this particular meeting, it is important that members
make a great effort to attend. Two issues need to be observed first hand
and communicated to the entire membership.
ISSUE NUMBER 1. Report on the investigation of Trustee Charlie Wagner.
This is the first item of business on the Agenda directly following "Public
Comments." This board censured Wagner last year for audio taping
the board meetings and took away many of his rights as a trustee although
such action was illegal and not allowed under the SEC Bylaws. A judge
has upheld the legality of such taping as no confidentially was broken
but the administration and attorney continue to withhold travel funds
and other privileges. Not content with this outrageous action, the attorney
demanded an investigation and selected the investigator. There are suspicions
that the board will use this report no matter what it says to attempt
to further harm Trustee Wagner, the 2nd District and the entire membership.
The prevailing attitude is "We don't care if it is illegal. If you
don't like it, take us to court using your money while we will fight you
using the members' money."
ISSUE NUMBER 2. Rumors almost certainly true. The Board, attorney and
management are not putting the proposed amendments to the bylaws passed
at the October, 2012 District 5 meeting on the ballot for a vote at the
2013 Annual Members' Meeting in violation of the SEC bylaw, Article III,
Section 12. that clearly states: "Any proposition
submitted at a District Meeting and adopted by resolution by a majority
of the members voting, together with any document submitted with the resolution,
MUST be reported to and submitted for consideration at the next succeeding
annual meeting, or special meeting if the resolution so provides....."
They are only putting the 14 trustee resolutions that the members voted
down last year and the three member resolutions proposed from the floor
of the 2012 Annual Meeting on the ballot. Again this is ILLEGAL and must
be protested in person. It also will probably wind up in court and must
be made known to Judge Mitchell in the pending class action request.
032713-Pre-Meeting
Commentary
March
19 - Court proceedings update
The majority
of the Board of Trustees of Socorro Electric Cooperative seemingly with
the help of their Attorneys and General Manager, continue to violate the
bylaws and waste hundreds of thousands of dollars getting the co-op deeper
and deeper in trouble.
Most people would
think that the Court's order rendered May 18, 2011 by the Honorable Albert
J. Mitchell, Jr. in the 13th Judicial District of Valencia County would
have made it clear to the board's advisors that obeying the bylaws and
his order was their only option. Apparently not.
The Board's misconduct
has resulted in a serious and possibly costly decision against the co-op
in two cases concurrently being tried in different New Mexico State Courts.
The cases are:
Leopoldo Pineda v.
Socorro Electric Cooperative, Inc., et al. Case No. D-202-CV-201111975,
being tried in the County of Bernalillo Second Judicial District Court
and
Kathy Torres v. Charles Wagner, Socorro Electric Cooperative, et al. Civil
Cause No: D-725-CV- 2011-120, Socorro County Seventh Judicial District
Court.
The Judge in the Pineda
case is the Honorable Shannon Bacon and the Honorable Karen L. Parsons
in the Torres Case. Both of these Judges used the case of Palenick v.
City of Rio Rancho as the controlling precedent. Below is an excerpt from
Judge Parson's decision.
Plaintiff's Motion
for Partial Summary Judgment as to Count VI:
Plaintiff was a long term employee of SEC.
2. SEC members voted in April of 2010 to amend its by-laws to require
the Board of Trustees (Board) to comply with the NM Open Meetings Act
(OMA).
3. On August 25, 2010, the Board voted to terminate Plaintiffs employment
and ceased compensating the Plaintiff.
4. The August, 2010 meeting did not comply with the OMA, and, therefore
the action taken at that meeting to terminate Plaintiff's employment was
invalid.
5. On August 22, 2011, nearly one year later, the Board met and attempted
to retroactively ratify all of its prior actions.
6. Pursuant to the present opinion in Palenick v. City of Rio Rancho,
2012 N.M.C.A., the Board cannot retroactively ratify its actions as it
attempted to do on August 22, 2011.
7. This Court acknowledges that the Supreme Court has granted certiorari
on the Palenick case; but, the Court of Appeals case is, nevertheless,
precedent at this time, and is controlling.
8. The Plaintiffs Motion for Partial Summary Judgment should, therefore,
be granted as to the liability of the Board for violating the provisions
of its amended by-laws relative to its invocation of the OMA. The amount
of damages is yet to be determined.
It seems obvious
that such malfeasance if not corrected will continue to waste assets of
the cooperative and reflect badly on the 12 other rural electric cooperatives
throughout the state.
It behooves those other cooperatives or state legislators, to create some
form of disciplinary process to rein in rouge boards and their delinquent
attorneys that encourage them to violate duties to obey laws and the bylaws
of their co-ops.
031913
- Court proceedings update
Ref: June
24, 2011 - Judge Mitchell order on partial merits Ref:
Nov.
13, 2012 - Judge Parsons partial judgement
March 3 - Comments on No-quorum meeting in February.
What do we do with
this bunch which exists to obstruct the will of the SEC
member owners and enrich themselves. It was very obvious that the only
people in the SEC Board meeting room last Tuesday that were not in on
the
plan were Trustees Wagner and Dorough, eight SEC members and the editor
of
the "Defensor Chieftain." The lawyer was absent, the table was
empty of
the usual "add piles," knowing looks and smug expressions were
unmistakable.
President Aguilar jumped at Trustee Wagner's suggestion that they wait
ten
minutes and then call the meeting. Checks of the missing four trustees'
homes turned up vehicles in driveways and curtains twitching. The quorum
was in hiding.
We know what happened.
The question is why. A look at the Agenda provides
some answers.
X. CONSIDERATION TO
RESCIND PREVIOUS ACTION ON SETTING DATE AND TIME FOR 2013 ANNUAL MEMBERS
MEETING.
Why this item and who placed it on the Agenda when the Minutes of
the Annual Meeting Committee Meeting on 2/7/2013 make no mention of date
and/or time change? The committee did vote to do away with Election Judges
which could or could present a problem. SEC co-op staff should not be
in
charge of this election.
The minutes also do
not mention the persistent rumors that lawyer,
management and board majority are planning to keep the amendments passed
by
the District V members off of the ballot leaving only the defeated Trustee
amendments for a revote. This would be an illegal act in violation of
SEC
Bylaws and state law but this trio has violated both in the past and dared
the members to sue for justice. Why not! The lawyers make a bundle of
members' money, management and the majority also have members' money to
shield them from the results of their illegal behavior. " Art. III,
Section
12. Action by Members at District Meetings. Any proposition submitted
at a
District Meeting and adopted by resolution by a majority of the members
voting, together with any document submitted with the resolution, must
be
reported to and submitted for consideration at the next succeeding annual
meeting or special meeting members, if the resolution so provides."
Questions about this
action were to be raised at the Feb. SEC Board meeting.
The trustees would have to take responsibility for their vote if they
attended the meeting. Ask your individual trustee if they are in favor
of
throwing out the actions of the members of District V.
XII. CONSIDERATION
TO RESCIND PREVIOUS ACTION TO RE-INTRODUCE BOARD
APPROVED RESOLUTIONS FOR 2013 ANNUAL MEMBERS MEETING.
Trustee Dorough of District asked that this action be placed
on the agenda as the members have already rejected these resolutions by
a
large number. A vote on this agenda item would have shone a very bright
light on the trustees.
There were several
other hot button items to be addressed including the
Minutes of three By-Law Committee Meetings that "carefully examined
resolutions passed at the District V meeting. Indeed, Chairman Wolberg
stated that the purpose of all three meetings was "to examine action
by
members at the District V Meeting October, 2012." Members of this
committee
are Chairman Wolberg, Trustees Cordova and Mauldin. Add the presence of
Trustee Aguilar and there were four trustees, a quorum of the SEC Board,
at
the three meetings. This is illegal according to the Open Meetings Act
and
notice was given on this matter by Judge Albert Mitchell in a letter dated
February 28, 2011.
Illegal and improper
actions by board, management and legal advisors over
the years have caused a very high cost to SEC members. Remember being
sued
by our own Board of Trustees? We are going to have to take action very
soon in the matter of what goes on that ballot for the Annual Meeting.
There is a telephonic
conference with Judge Mitchell on March 14th and we
must hope that the Board's continuing wrong actions will engage his
attention.
See Chieftain article:
http://www.dchieftain.com/2013/03/02/co-op-meeting-doesn39t-happen
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April
1 -
At the March 28 meeting of the Socorro Electric Cooperative, the annual
meeting date was changed and the board determined which bylaws would be
brought to the members/owners at that meeting... continue on the Chieftain
March
31 - Comments on Investigation
The report
of the investigation was long and it is not finished yet. A confidential
portion of the report will be presented during the executive session of
next month's board meeting where no members are allowed. Charlie may not
be allowed for that matter.
This is solely an investigation of Trustee Wagner with no consideration
of surrounding events or other people's actions and prejudices. There
is also no question of any behavior by Wagner that is contrary to federal,
state, or SEC Bylaws. Conclusions are based on interviews with persons
unnamed except for former trustee, Leroy Anaya, and policies written by
a committee of trustees and their attorney. These policies would restrict
any dissent by trustees, such as Policy 119 which has a section entitled,
"Individual Trustee Support for all Board Decisions." which
states that "Decisions by the Board must be supported by each trustee
regardless of their position during deliberations." Most of these
policies hamper or stop any honest look at the activities of the board.
Charlie has refused to support illegal actions by the board and to go
along to get along. Over the years, he has made public many things that
the board wanted hidden such as the lack of payment of capital credit,
the unequal representation on the board and the huge sums paid to trustees.
One of the more amusing findings is that he had "inappropriate dealings
with the SEC Reform Group!" Another is the charge of "unprofessional
or discriminatory conduct towards other individuals in his capacity as
Trustee" and the fact that he filed a counter suit against the board
when that board sued all of the SEC member/owners. He was warned that
the board would strike back and they have. This "investigation"
is a reminder that another trustee tried to reform the SEC some years
ago and was also attacked. The members well understand what is happening
in this matter.
A long lecture on Fiduciary Duty seemed to indicate that Trustee Wagner
failed in his fiduciary duty to the Board of Trustees. Fiduciary means
trust as in "a person who has the power and obligation to act for
another under circumstances that require total trust, good faith, and
honesty." Trustee Wagner has a fiduciary duty to the members especially
those of the district that he was voted to represent and the corporation.
He has never failed in this duty. He has no fiduciary duty to the board.
Stay tuned for next month's portion of the "investigation."
033113-Comments
on Investigation
Trustee
Dorough Update to District V Members
First
of all I would like to thank the people who shared their personal email
lists to enable me to make contact with the members of District V of the
Socorro Electric Cooperative. By the same token, if you do not wish to
be contacted about the coop, send me an email to that affect and I will
remove you from the list.
So many things happen
at the board meeting on Thursday, March 28th that I will have to break
this up into more than one email. I am going to address what I feel is
the most important matter first.
On October 27, 2012
members of District V attended the Annual District meeting and went to
a great deal of effort to pass several amendments to the ByLaws of the
cooperative. Members did this with the understanding that these would
then appear on the ballot at the 2013 Annual Meeting to be voted on by
the general assembly and, if passed, would go into effect immediately.
This is the means by which the amendments passed at the district meetings
in 2009 were added to the ballot at the 2010 Annual Meeting and passed
by the general assembly.
New Year; New Attorney;
New Interpretation
SEC ByLaws Article
III Section 12. Action by Members at District Meetings. Any proposition
submitted at a District Meeting and adopted by resolution by a majority
of the members voting, together with any document submitted with the resolution,
must be reported to and submitted for consideration at the next succeeding
annual meeting, or special meeting of the members, if the resolution so
provides.
Ms Wiggins interpretation
of the preceding bylaw is based on the word "consideration."
She feels that the propositions approved at the district meeting can only
be "considered"and not "voted on." What is the bottom
line? The amendments approved at the District V Annual Meeting will not
be on the ballot but instead added to the agenda to be discussed by the
members. Any propositions approved at that time will be added to the notice
and ballot of the next annual meeting or a special meeting called for
the purpose of voting on the propositions.
Instead of the District
V amendments the following items will be on the ballot of the 2013 Annual
Meeting:
Three amendments that were passed from the floor at the 2012 Annual Meeting.
1. An amendment that would allow mail in ballots to be included in the
count when determining a quorum.
2. An amendment that would allow trustees from each of the districts to
appoint judges to assist in counting ballots at annual meetings
3. An amendment that would allow annual district meetings
An amendment passed by the bylaw committee that would raise the quorum
required from 3% to 5%.
The 14 amendments placed on the ballot at the 2012 Annual Meeting and
rejected 5 to 1 by the membership
As you can see, attendance
at the Annual Meeting is going to be extremely important. It is also going
to be a pain in the back side. The board voted 4 to 3 to change the date
and time of the Annual Meeting. It is now scheduled for WEDNESDAY, the
15th of May at Finley Gym, registration and voting starting at 1:00PM
and the meeting at 3:00PM. More about this later. Dorough
Update to District 5 Members
March
29 Comment
THE ANNUAL
MEMBERS MEETING: In January, 2013, the board on a tie vote broken in favor
by Pres. Aguilar, set the date of Saturday, May 18th at 1 p.m. for voting
and registration and 5 p.m. for the business meeting. Last night the board
rescinded that motion and reset the Annual Meeting to reg. at
WEDNESDAY, May 15th, voting and 1 p.m.- business meeting at 3 p.m.
The roll
call vote against Wed. was Wagner, Dorough, Mauldin; the vote for Wed.
was Wolberg, Cordova, Wade with Pres. Aguilar breaking the tie in favor
of Wed. The unfairness of District 3 (Socorro) having 3 votes to the other
districts"' 1 vote each should be noted. This is a obvious attack
on the members in order to stop a quorum by limiting the attendance of
working people and especially people who live in the far flung districts.
This is unfair beyond belief and there is more.
MEMBERS' RESOLUTIONS FOR THE ANNUAL MEMBERS MEETING: For as long as the
co-op has existed, the members meet in their districts, conduct business
including the debating upon and voting on resolutions for amendment to
the bylaws which are then sent to the "next succeeding Annual Meeting."
This happened in Oct. 27, 2012 when District 5 members voted upon a host
of amendments to the bylaws but the Board, Management and Attorney are
refusing to allow these bylaws to go forth for all sorts of ridiculous
reasons all of which boil down to the fact that several of these amendments
give more control to the members and curtail the ability of the board,
management and attorney to operate secretly and without regard to the
members' wishes. This trio would like to forget that the members are owners.
The attorney (see video on this website) claims all sort of reasons that
don't make a lot of sense especially if ARTICLE 15, RURAL ELECTRIC COOPERATIVES.
Section 6 -15-7 is consulted.
"The original bylaws of a cooperative shall
be adopted by its board of trustees. Thereafter bylaws shall be adopted,
amended or repealed by the majority of the members present at any regular
annual meeting or special meeting called for that purpose, a quorum being
present......." This is a state law was not mentioned during
the meeting because this law clearly indicates that members "adopt,
amend, or repeal" and the trustees do not. In the SEC's topsy-turvey
world, the opposite is being mandated with the defeated 2012 trustee amendments
being on the 2013 ballot along with the 3 amendments raised from the floor
by members in 2012.
This attorney and/or the board has no right to block the District 5 amendments.
It is not their function or right. Neither should a "committee"
be established to "overlook" or "correct" their amendments.
The bylaw demand an up or down vote without interference. Thankfully there
is a video tape of the meeting so other claims as to quorum and meeting
behavior can contradict the "draft minutes" by the secretary
of the meeting who is a SEC staff member. There will be further action
on this matter - remember that Judge Mitchell ruled on member amendments
in 2011.
WHAT CAN BE DONE? Let your trustees know what you think with a copy to
the newspaper and cynic website. Talk to friends and neighbors for these
and other issues are headed straight for a "necessary" rate
increase. Donate to the members' legal fund as we will probably have to
head for court again.
Most
important
.. There are elections scheduled for October, 2013 in
District 2 (Magdalena, Alamo, and the west side of Socorro) and District
3 (Socorro). Start thinking about good honest people who will act for
the members on the board to run for these slots. Be careful of supposed
"reformers" who will turn on the members as soon as they are
elected. No person who has served on the board before should ever be elected
again. Consider recall for those who have been on the board for years
to the members harm. Once the board belongs to the members, things will
straighten out and we will be rid of this constant battle.
March
23 Commentary
The letter
published in the Chieftain (3/21/13) comments on the actions of the SEC
Board in their non-attendance at the February Board meeting. This board
with the exception of the District 2 and District 5 trustees along with
the management and attorney are acting in a manner counter to the good
of the members and daring the members to go to court to stop them. The
board and management have the coop money to use and the attorneys make
a fortune.
The next board meeting is THURSDAY, MARCH 28, 2013. The meeting starts
at 5 p.m. for a half hour meeting to attempt to correct the actions of
the Board in regard to Open Meetings Act which has the potential for a
high cost to the SEC Co-op.
Trustee
Wagner has been warning the board of their non compliance with the OMA
since the bylaw was passed at the 2010 Annual Meeting and reaffirmed in
a court ruling by Judge Mitchell in 2011. Wagner was ignored, censured,
and harassed.
At 5:30
p.m. the regular meeting begins and some surprises are bound to come up.
One of the most interesting will be the report on the investigation of
Trustee Wagner, the trustee who has fought for almost 8 years to bring
transparency, honesty, and member control to the co-op. Members will have
a chance to speak out at beginning of this meeting. The agenda will probably
offer up a few more surprises. Rumors persist that the board, management,
and attorney are not going to allow the amendments to the bylaws passed
at the District 5 meeting to be presented for vote by the membership at
the 2013 Annual Meeting. This would be against the bylaws and common sense
and decency if these rumors are correct. Mark your calendars!
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