Black Warrior EMC members file for an injunction to stop vote on by-law changes to stop vote on by-law changes

BWEMC

Demopolis, AL – Member-owners of Black Warrior EMC, a rural electric cooperative serving western Alabama, asked the Greene County Circuit Court on Friday, April 21, 2017, to stop the Black Warrior Board of Directors from trying to amend the cooperative’s bylaws by mail-in ballots, a move these member-owners claim is unlawful.
In their motion to the court for a preliminary injunction to halt the balloting, the member-owners allege that, under Black Warrior’s current bylaws, changes to the bylaws can only be approved at a meeting of the members. They further allege that the proposed changes would “increase the Board’s power considerably at the expense of the members.” Black Warrior has not called for a members’ meeting prior to the May 1st deadline for mailing the ballots on the proposed bylaws.
The law firm of Chestnut, Sanders and Sanders of Selma, Alabama, filed for the injunction on behalf of a group of members who are also plaintiffs in a pending lawsuit challenging the failure of Black Warrior to hold annual elections for its board of trustees, as required by the current bylaws.
According to Aaron Hodge of the Boyd community in Sumter County, one of the plaintiffs, Black Warrior EMC has not had a member-elected board “in decades.” The plaintiffs allege that the current management and board have not taken steps to ensure that a quorum of the membership (at least 1,300 members) attend the annual meetings so that business – such as electing a new board — can be conducted in a fair, open and democratic manner. The current by-laws require a quorum of 5% of the total membership (26,000 members) to attend a meeting for it to be an official formally recognized meeting at which the organization’s business can be conducted.
“The people running Black Warrior act like they don’t want members to know what’s going on,” Mr. Hodge said. Ethel Giles, a community leader in the Forkland area, agreed, stating, “Black Warrior doesn’t communicate with its members, except for sending out the bills.” Ms. Giles said that she and several other member-owners have gone to the Black Warrior office at different times to request basic information about the electric cooperative and its board election process but their requests were always rejected.
Although it recently upgraded its website to provide more information, Black Warrior has not made key documents available to the members. “They don’t even make the service district maps public so that we know which district we’re in and who on the board is supposed to be representing our district,” said Mrs. Giles.
If the proposed bylaws were to pass, Black Warrior EMC’s board would be empowered to create at-large seats on the board, in addition to the seats based on geographic service districts. The current bylaws call for approximately equal numbers of members per service district, but this requirement has been eliminated in the proposed bylaws, as have the provisions for proxy voting. Only members who attend meetings in person would be counted for the quorum, unless, at some future date, the board adopts “alternative means” for determining quorum and for voting.
In March, Black Warrior sent the members of this rural electric cooperative a package containing the proposed new bylaws and a ballot, with a letter asking them vote, by May 1, 2017, to support the changes. Members can only vote “yes” or “no” on all the proposed changes, some of which are identified in a summary but many of which are not. The 25 pages of proposed bylaws do not provide a comparison with the current bylaws so that the member-owners can understand exactly what is being changed.

As a tax-exempt rural electric cooperative, Black Warrior EMC is supposed to be governed by the Seven Principles of Cooperative Governance, which include democratic control of the cooperative by the member-owners and payment of annual patronage dividends to the members, among other things. Black Warrior was recently sued in a class action lawsuit to recover patronage dividends going back to 1975. The settlement of that lawsuit is being appealed. Earlier this year, Black Warrior mailed patronage dividend checks to it members for the first time in many years. These checks were for the time periods after those included in the lawsuit.

The Federation of Southern Cooperatives, in Epes, has been supporting the campaign by Black Warrior member-owners for democratic governance at their electric cooperative. Adriauna Davis, the Federation’s staff organizer, said that although some of the changes might improve member participation – like extending the period for holding the annual meeting by a few months – most of the changes are detrimental to member democracy. “The Federation, after meeting with community residents, who are concerned about Black Warrior EMC’s operations decided on a strategy of advising Black Warrior member-owners, who contacted us, to vote “no” on the proposed amendments to the bylaws,” she said.
Members of the Black Warrior electric cooperative may contact Ms. Audriauna Davis at the Federation’s Rural Training and Research Center, near Epes.
For more information, by calling
1-205-652-9676 or emailing her at: adriaunasdavis@gmail.com.

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