SMPA proposes Bylaw changes to allow electronic voting for annual Director elections

San Miguel Power Association powerpole in Rico, CO

Ore Cart photo

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Proposed changes include:

• electronic voting
• clarifications to "membership" and "quorum" definitions
• Director qualifications
• special Board of Directors meetings

The San Miguel Power Association Board of Directors proposes to amend the member-owned electric utility's Bylaws to offer an electronic Internet voting option for director elections.

For Rico member-consumers, this option eliminates the circular postal mail route from Rico to Albuquerque to Denver to Grand Junction to SMPA at Nucla or Ridgway, reducing the chance that ballots mailed from SMPA are delayed, or are returned to SMPA after the voting deadline.

An SMPA director election for the district which includes Rico is scheduled for this year. If the electronic voting Bylaw proposal is approved by SMPA Board of Directors, online voting will be open until 12:00 PM June 8. The "virtual" annual meeting is June 9 at 5:00 PM.

SMPA consumer-members may comment on the proposed Bylaw changes during the Member or Consumer Comment portion at the January 25, 2022 regular monthly meeting of the SMPA Board of Directors. Starting time is 9:00 AM. Comment follows Call to Order and Agenda Approval.

SMPA Board meeting video-conference (Zoom) registration is available at smpa.com Board meeting schedule page. Select link in Location column to open registration form. A phone number for voice-only participation is also provided. Agenda download link is highlighted 01/25/22 in the Agenda column. (see screenshot below) 

Option for SMPA members to comment by email is not included in the announcement.

screenshot from smpa.com

January 23, 2021

A link to the full text of the proposed Bylaws changes is included in the announcement. Excerpt of the proposed changes to include electronic voting option is reproduced at the end of this report.

(December 3, 2021)

SMPA PROPOSES BYLAW CHANGES CONCERNING DIRECTOR ELECTIONS

The Board of Directors of San Miguel Power Association Inc. will be hearing public comment on proposed Bylaw changes during the Member Comment portion of their Regular Meeting to be held at 9:00AM on January 25, 2021 at the Nucla office, 170 W. 10th Ave., Nucla, Colorado. The Board will be conducting a final vote on the proposed changes at the same Meeting.

The proposed Bylaw amendments (i) clarify joint memberships and voting of joint memberships, (ii) clarify voting by entity memberships, (iii) expand the definition of a member quorum, (iv) make changes to Director qualifications and election procedures, and (v) allow for electronic voting in Director elections.

Members may request a copy of the redlined changes from the Ridgway office, 970-626-5549, or the Nucla office, 970-864-7311 and the redlined changes are posted on SMPA’s website (https://www.smpa.com/content/bylaws).

About San Miguel Power

San Miguel Power Association, Inc. is a consumer-controlled rural electric cooperative with offices in Nucla and Ridgway, Colo. It is the Mission of the San Miguel Power Association, Inc. to provide our members with safe, reliable, cost-effective, and environmentally responsible electrical service, while demonstrating both co-operative responsibility and support for the communities we serve. SMPA serves approximately 10,000 members and 14,000 meters and supports local communities with about $200,000 annually in property taxes, over $100,000 in energy efficiency and renewable energy rebates and over $80,000 in scholarships, community donations and economic development grants.

- end of SMPA announcement -

Orecart emailed questions about the Bylaw proposals to SMPA Communications Executive Alex Shelley. Date of the response is December 9, 2021:

Q. SMPA Board of Directors appears to be the only authority which may amend the Bylaws. This is described in Bylaws Article XII. The membership does not vote on Bylaw amendments. Is this correct?

A. That is correct.

Q. Members may attempt to influence the outcome by commenting at the Board of Directors meeting at which a decision to approve amendments is to be made, or in personal communication with a director. May members propose Bylaw Amendments via the procedures described in Bylaws Article II Section 7 - "Actions by Members?"

A. Bylaws Article II, Section 7 does not specifically address Bylaw Amendments proposed by members, but it does state that members may propose a resolution to be considered for inclusion in the notice of a member meeting by following the procedures set forth in Bylaws Article II, Section 7.

Q. A "resolution" requires a "written petition" containing signatures of a minimum of 15% of the members in each director district, and 15% of total members. "Electronic petition" is not mentioned. Why does Board of Directors propose to amend Bylaws to authorize director election electronic voting, but not electronic petitions?

A. This is an interesting question. We may be able to explore adding language allowing “Electronic Petitioning” if the Board directs us to do so.

Q. If Board of Directors approves electronic director election voting, will this be effective for the June 2022 election/annual meeting?

A. Yes.

Q. Please describe the procedure if a member votes in a director election by mail ballot, but also attends the in-person annual meeting? Is the member's mail ballot invalidated? Will the procedure be the same if a member votes by electronic ballot and attends the annual meeting?

A. Regardless of whether a ballot is electronic, in-person or mailed-in, the first ballot received will be the one counted. Any votes from a single member that follow their initial vote will be invalidated. This practice is required by Colorado law.

Q. Bylaws Article IV Section 6, voting options are by mail, in-person at annual meeting, and proposed "electronic voting" available at least 10 days prior to the directors annual meeting date. To more clearly define "electronic voting," is this to be conducted via Internet?

A. The ballots may be accessed in a number of ways which may include: smpa.com, SmartHub, a programmatic display ad or social media link. Any of these may be considered to be via “internet.” What’s important is that electronic ballots will be tied to a unique identity code. This will ensure that only one vote may be cast only once by only one member.

Q. Bylaws Article V Sections 2 & 3, special meetings and notices. Is the purpose of the proposed amendments to these sections to make permanent the March 24, 2020 "Emergency Bylaw Provisions" attached to the December 3, 2021 email message? I do not see this in the list of proposed Bylaw amendments, paragraph 2 of the 3-Dec-2021 press release.

A. The March 24, 2020 "Emergency Bylaw Provisions" are included in the proposed permanent bylaw changes. This was not specifically mentioned in the press release.

Q. To add a Rico element to the director voting Bylaw amendment topic, the last District 3 director election was in 2018, Director terms are 4 years, so the next will be in 2022. Is this correct?

A. That is correct.

Changes proposed by SMPA are shown in red.

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ARTICLE IV ELECTION OF DIRECTORS

Section 5. Ballots. A ballot shall be prepared for each election, which shall list qualified candidates for each Director position. The order of names on the ballot shall be determined randomly in a manner that does not automatically assign the top line to the incumbent.

Section 6. Voting. Each Member shall be entitled to vote in the election of Directors for the district of their account (i) at a meeting to be held for such purpose, (ii) electronically, (iii) by mail or (iv) in person at any public office of the Cooperative, in all cases on ballots provided by the Cooperative. The qualified candidate receiving the highest number of votes of the nominees for Director within his or her district shall be elected a member of the Board of Directors for the term for which said election is held, or until his or her successors shall have been elected and shall have qualified. In the event of a tie vote, the election shall be determined by lot conducted by the independent third party as appointed in Section 7. A ballot shall be mailed to each Member at least ten days prior to the election in all contested elections. Electronic voting shall be available at least ten days prior to the election in all contested elections. In all uncontested elections, a ballot will not be mailed to each Member, and electronic voting will not be available, except that a Member may request a ballot in writing or by the telephone to any public office of the Cooperative at least ten (10) days prior to the election. If cast by mail or at any public office of the Cooperative, the ballot must be received prior to the close of business on the business day prior to the meeting at which the election is to be held. If cast electronically the ballot must be received prior to the close of business two business days prior to the meeting at which the election is to be held. The ballot deadlines will be posted on the Cooperative’s website at least three months prior to the deadline, and will remain posted until after the election. Each ballot must be signed by the Member casting it. For the ballot of a joint membership, the ballot envelope mailed to the joint Member must include the name of each eligible voter. Any one of the joint Members may cast the ballot, and if only one joint Member votes, then the vote binds the joint membership and constitutes one vote. If both joint Members vote, then the first vote received binds the joint membership and constitutes one vote. For the ballot of an entity or non-natural Member, the first vote submitted by any representative of the entity or non-natural Member binds the entity or non-natural Member and constitutes one vote. Any Member who casts a vote electronically, by mail or in person at any public office of the Cooperative is not entitled to vote at the meeting held for such purpose. Voting for Directors by proxy and cumulative voting for Directors shall not be permitted.

Section 7. Election Supervision and Counting of Ballots. As necessary, and not less than ninety days prior to any meeting of Members where an election may occur, the Board of Directors shall appoint an independent third party to receive, sort, verify and secure the return envelopes containing ballots, and at the appropriate time, count ballots and report voting results to the Members and the Board. All candidates for Director will be given the opportunity to be present during the counting of the ballots, or to have one representative present during the counting of the ballots; except that, if the Cooperative has contracted with a third party to collect and count ballots, the ballots must be delivered to the Cooperative under seal promptly after the count and, upon request of any candidate, made available to the candidate for inspection. Counting of ballots that are mailed can commence at any time prior to the deadline for receipt of ballots.