There wasn’t a huge turnout of members with only 268 showing up for the meeting Saturday, but that just confirmed the reform war had been fought and won – thanks to the determination of Bo Pounds, Butch Thompson, Dianne Brackin, Tripper Sharp and Skip Smith. They were the plaintiffs in the 2007 lawsuit that started the reform with the indictment of former CEO Dwight Brown on charges of theft, racketeering, fraud and conspiracy to defraud government entities, ultimately followed by the exit of Brown’s board of directors and the election of the new slate.
The members approved a new set of open meetings and open records bylaws for the new era of the EMC. There’s a new provision for voting by mail-in ballot or electronic balloting in the future, a good move enabling members to take part in their co-op.
Another major change opens up board of directors meetings to members and allows members to speak at board meetings. The new bylaw, Section 4.07, requires a written notice to the board three business days before the meeting, specifying the issue or issues to be addressed. The bylaw states: “The board may adopt reasonable policies to maintain order and govern such meetings.” Does this amount to veto power over members’ right to speak at meetings? If that happens, there’ll be some new directors elected next time around.
The board also is granted the right to hold executive (closed) meetings at its discretion “when appropriate, including, but not limited to” matters requiring legal counsel, real estate, contracts and other business negotiations, personnel, competitive and confidential discussions, security of co-op assets or confidential or privileged information. It’s not at all clear why the bylaw does not limit executive sessions to the matters enumerated. That needs attention in the future.
Another change: Minutes of directors meetings must be approved not later than 10 business days after a board meeting and the draft minutes “shall be made available to Members immediately upon request.”
The new bylaws limit directors to four, three-year terms, a total of 12 years. The members voted down an amendment that would have set the limit at three terms with a director eligible to run again after sitting out one term. The good news is there’s a limit – and remember, folks, directors have to stand for election every three years on a staggered term basis.
Good work, directors. But without a doubt, you should plan to adopt a Members’ Bill of Rights along the line of the proposed amendment by former Congressman Fletcher Thompson. One of the key provisions would prohibit the EMC from paying attorney fees for any officer, director or employee indicted for a felony involving theft, conversion or embezzlement of co-op funds or property.
New bylaws notwithstanding, a Members’ Bill of Rights is needed.