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No more voting on the ferry; Districts remain unchanged
Full membership to vote when considering changes to districts or board structure

At the October 20th meeting of the OPALCO Board of Directors in Eastsound, the Board of Directors reviewed the seven categories of recommendations for changes to OPALCO’s election process as proposed by a volunteer Member Review Committee and feedback from the Co-op membership. The Board approved many of the changes and decided to keep voting districts as they stand, keep voting co-op wide and maintain the current seven-member Board of Directors.

“At the Open House events, we heard loud and clear from our members that they prefer to vote for all board candidates, regardless of district and that there is little to no support for the idea of outside board members on our Co-op Board,” said Vince Dauciunas, Board President. “On the issue of equity in voting districts, the membership appears to be divided. We will continue to study this issue and give members ample opportunity to participate in the discussion.”

The Board reached consensus on a number of changes to the election process, as outlined below, along with a brief note on the Board’s rationale for each item. The timeline for implementation and details of each measure will be determined by a Board subcommittee over the next month.

Recommendation #1: Encourage more member interest in the cooperative and its election process. Consensus: Institute more regular member information meetings during the year, but not including the Candidate Forums which will be held as a part of the annual election process. Rationale: Members have appreciated the Tea Talks and Open House events this year – more information and opportunity to engage is a good thing. Note: Staff will monitor the popularity of these events and scale to make best use of member resources.

Recommendation #2:

  • Stagger the terms from each voting district (rather than electing all directors from each district during the same year), so that almost all members vote each year on at least one director position. Consensus: Staggered terms for board positions. Rationale: This would engage more members in voting and encourage greater participation in co-op governance. Note: Needs time for implementation, likely not until 2018.
  • Consensus that OPALCO will continue to vote co-op wide and not by district.
  • Consensus that there are serious issues of equity and fairness in how OPALCO’s voting districts are currently set. The Board committed to continue this discussion and seek broad member input in the process.

Recommendation #3: Create a standing Elections & Governance Committee composed of 3 members from each from the three proposed voting districts, each with rotating 3 year terms. Recruit and nominate the best Board candidates, regardless of incumbency. Consensus to adopt a standing member committee with staggered and rotating three-year terms. In addition to board nominations, this committee would serve as an ongoing member review committee on other topics such as board compensation, bylaw review and election review. Rationale: Greater continuity and the longer timeline will allow for cultivation of the best possible board candidates. Note: Appointment to the Committee will be a process of recommendation by the Committee and approval by the Board.

Recommendation #4: Adjust the elections timeline to provide more time for nominating directors by petition (and update the required number of petition signers from 15 to 20); close voting earlier and allow only electronic (online) and mail-in ballots to create more time at the annual meeting for substantive discussion and activities. Consensus on this recommendation as written. Rationale: Members have asked for more time for nominations by petition and more opportunities to engage in substantive ways. Note: The Board set the date of the Annual Meeting for Saturday, May 6th and the close of elections for Thursday, May 4th at 10:00 am PST.

Recommendation #5: Consensus that the Board does not need to appoint outside directors in order to gain the expertise necessary to run the Co-op.

Recommendation #6: Review director compensation, and publicize the benefits of board service during the nominating process. Consensus on this recommendation as written. Rationale: In order to continue to attract the best possible board candidates, compensation should be reviewed by an independent group using industry research on a regular basis. Note: The Elections and Governance Committee will be assigned this task.

Recommendation #7:Adopt a series of clarifying “housekeeping” changes to the provisions of the Bylaws that relate to elections. Consensus on this recommendation as written. Rationale: Many of the changes approved by the Board affect language in the bylaws and, in addition, there are inconsistencies in language as the result of piece-meal updates over the Co-op’s 80 year history. Note: Bylaw changes proposed in October will be voted on at the November board meeting.

Detailed materials from board meetings, results of the recent Open House events and the Committee’s full report and recommendations are available in OPALCO’s Resource Library.

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