Copper Valley Telephone Member Concerns

According to Glennallen resident and Copper Valley Telephone Cooperative (CVTC*) member Odis Brawner, the Facebook group Concerned Copper Valley Telephone Members was formed as a means to garner community support and increase member involvement. The group is currently collecting member signatures to request a special meeting in regards to a bundle of proposed amendments to CVTC’s bylaws. A list of those proposed amendments, linked to the full document, and a link to the current bylaws can be found at the bottom of this story.

CVTC Board President, Mike Rego states, ‘…according to the CVT Bylaws, there does NOT need to be a special meeting for Bylaw amendments (“changes”) to be presented or voted upon; they can be presented during the annual member meeting, following procedures well-exercised in the past. Ballots are submitted to members by mail, voted on, and returned to the Credentials and Elections Committee. The results are then announced to all the membership at the annual meetings in each district. Without calling an extra special meeting CVT will include the proposed Bylaw amendments on the agenda and ballots which are mailed out ahead of the annual member meeting. “

Copper Valley Telephone bylaws sections 12.1 and 12.2 regarding Amendments to the Bylaws read (Bolding within the bylaw has been added for clarity) :

SECTION 12.1 AMENDMENTS TO THE BYLAWS

These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of those members of the Cooperative voting on it at any regular or special meeting provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. If the proposed amendment, with any changes, is approved by the affirmative vote of a majority of those members voting on it, the President or Vice President shall execute and acknowledge Articles of Amendments on behalf of the Cooperative and the Secretary shall affix and attest to the Seal of the Cooperative.

SECTION 12.2 PLACEMENT OF PROPOSED AMENDMENT ON OFFICIAL

NOTICE TO MEMBER

A member may have a proposed amendment of the Bylaws placed on the official notice to the members by one of the following procedures:

[a] Filing the proposed amendment in writing together with a petition signed by fifty (50) members with the Secretary of the Cooperative at least sixty (60) days before the meeting; or

[b] Filing the proposed amendment in writing with the Board of Directors at least sixty (60) days before the meeting for its consideration and decision for placement on the official notice; or

[c] Motion from the floor at a membership meeting duly seconded and carried by majority vote of those members present at the meeting, for placement on the official notice of the next scheduled meeting of the members.

There seem to several misunderstandings between the Concerned Members and CVTC Board of Directors and personnel. For example Concerned Members as represented by Brawner maintains that CVTC bylaws state that it takes either 100 members or 10% of the membership, whichever is less to call a special meeting and that the corporation’s attorney stated that state law allows for requiring up to 10% of the total membership . In fact the present CVTC bylaw is in conflict with state law, which requires 10% of the total membership. This is the reason that most non-profits add proposed bylaw amendments to ballots for board of directors elections and send them out to the entire membership to be returned by mail prior to the annual general membership meeting, as Rego stated is the normal practice for CVTC.

Brawner stated that he has asked the state Attorney General’s office to rule on this matter, but that the group is continuing to collect signatures in hopes of getting the required ten per cent.

Rego: “…Although at the time there were not enough validated signatures on the Brawner petition to call a special meeting under the Bylaws, if the meeting had been called with 100 signatures it would have been in violation of state law which states that 10% (currently 232) of the membership is required to call a special meeting by petition. The CVTC Board’s legal counsel advised that when the law and the Bylaws conflict, the cooperative must follow the law. The Board had previously formed a Governance Committee to study the Bylaws and recommend changes to the membership. Part of that review will include a comprehensive examination of the Bylaws to make sure they are consistent with state law. Any needed changes can be addressed at the next meeting of the membership.

“According to state law, the membership must be given notice 90 to 120 days before the date of the special meeting. The earliest a special meeting could legally take place would be February 2020, even if it were called today. The annual membership meeting must be held in the 2nd quarter per CVT Bylaws. So even if a special meeting were called today, the special and annual meetings would be within approximately 60 days of each other. This is something that would take considerable time, resources and planning when we could achieve the same results by participating in the regular meeting cycle. It would mean two additional sets of door prizes to encourage member participation, two more sets of district meetings and additional postage, labor, and printing costs. This is cost prohibitive to the cooperative when we can achieve the same results by using the regular annual meeting cycle. The Board of Directors, as working residents of their communities, are mindful to keep costs as low as possible for the co-op. The Board also believes that member participation in any vote on the Bylaw amendments will be higher during an annual meeting.”

Another issue that is mentioned on the membership group’s Facebook page is the payment of capital credits. A post on the site contains a recording (apparently made during a public meeting) of an unidentified speaker discussing the advantages to CVTC in reducing the amount of future capital credits. This has been construed as a reluctance to pay credits to co-op members, however the board of directors approved a $2,900,00 capital credit retirement at the October meeting according to Rego.

He goes on to say, “…All capital credits earned prior to 2001 have now been paid out, and CVTC has also paid out a portion of the 2001 and 2018 capital credits, ensuring that both long-standing and current members benefit. A very important part of the Board’s job is making sure that capital credits are timely returned while also investing in the infrastructure needed to provide the services that our members want.

It seems that misunderstandings and simple impatience are at the root of most of the disagreement. But both sides want it to work out to the benefit of CVTC and all it’s members.

“I truly want what’s best and that would start with member involvement whether they agree with us or not!!” Odis Brawner

“The Board appreciates interest and engagement from its members new and old alike and encourages member participation in the Bylaw amendment process during regular Board meetings throughout the year” Mike Rego

1. Proposed Article XIV: Geographical assignment of managerial staff
2. Proposed Alteration to Article III Section 3.5(B)-election quorum and handling of ballots
3. Article XIII proposed subsection A regarding hire of local residents
4. Proposed additions to Article VI, section 6.4-description of duties, board president.
5. Proposed replacement of subsection E of section Article IV, 4.3, director qualifications
6. Addition of section 4.8 Conflicts of Interest to Article IV-Board Members
7. Proposed addition of subsection B to Article XIII-section 13-regarding Employee Conflict of Interest.
8. Proposed amendment to Article IV-section 4.1 General Powers: Credentials of Election Committee
9. Addition of subsection A, regarding assurance of termination procedure
10. Addition of Article XV-Financial contributions to affect Elections, Petitions, Propositions or Amending the Bylaws of the Corporation.
11. Proposed Amendment repealing and replacing subsection B of bylaw Article XII- regarding procedure, amendments to bylaws
12. Addition of section C to subsection 3.4 of article III to ensure that the standard for member-called meetings be the same as for those called by the board of directors
13. Addition of subsection D to Article XII, Section 12.2 regarding Special Meeting Process
14. Amendment to Article III, Section 3.2 regarding special meeting location.
15. Alteration to Article XII, section 12.1 Amendments to Bylaws
16. Suggested line item insertion for Employee Qualifications

Copper Valley Telephone Cooperative bylaws

Concerned Members began collecting signatures again on Friday, October 25^th. For more information, including where you can go to sign a petition, go to https://www.facebook.com/Concerned-Members-of-Copper-Valley-Telephone-101167794655461/

To see the Vision, Mission and Board of Directors list for Copper Valley Telephone, click here to visit the Cooperative’s web site. Per CVT Bylaws, copies of approved Board Meeting minutes are available to members by written request. Copies are readily available at both district offices (Glennallen and Valdez). According to President Rego, personnel and Board of Directors’ contact information are not listed on the web site for security and privacy reasons. There is a contact form on the site that can be used to request Board contact information.

* Although the co-op does business as Copper Valley Telecom, the legal name of the corporation remains Copper Valley Telephone.