Manager Connection: Annual Meeting Recap & Review of Articles of Incorporation & Bylaw Changes

General Manager Syd Briggs

We had our 87th annual meeting Tuesday, June 6, and it was great as always to see 421 members (almost 900 in attendance) as Steele-Waseca Cooperative Electric (SWCE) reported on the last year. We had the largest member attendance in recent history.

The co-op reported on our financials, held our regular director election for three districts, heard from our Youth Tour delegates, and discussed recent legislation in Minnesota.

This year’s meeting also presented our newly revised Articles of Incorporation and Bylaws. It had been 28 years since the last revision, and we had a lot of changes to consider. For those of you who could not make the meeting, I will review some of the questions and discussion that took place.

The main question we addressed was why Steele-Waseca would find it beneficial to shift from a “Stock Cooperative” to a “Non-stock Cooperative,” and how will Steele-Waseca be returning the value of the stock to the membership.

As many of you remember, you were charged $2 when you joined Steele-Waseca and started receiving electric service. This was a practice established when SWCE was formed in the 1930s to help fund and establish the cooperative. Before we were formed, had employees, and raised revenue through the sale of energy, $2 was a lot more meaningful and valuable 87 years ago. Today, it serves no real purpose as the amount never changed and we have developed into an ongoing business that raises all needed revenue to cover expenses through the sale of electricity.

In addition, per the old bylaws, the $2 investment could not be bought or sold with anyone other than the cooperative, did not pay dividends, and could not be cashed for more than $2. Since it was designed solely for the assistance of financing and currently has almost no impact on the cooperative’s finances, it was determined that we could now operate without it.

Also, the voting rights of our members were always based on each member has one vote no matter how many shares of stock a member might have purchased; incidentally, as far as we know, no member has ever purchased more than one share of stock. In the next few months, SWCE will be issuing a credit on each member’s bill for the $2 which was paid when joining.

Another very good question was, “Will members still have control in voting for future changes in bylaws?” This is an excellent question. Since we are only changing the bylaws and articles as an incorporated cooperative in the state of Minnesota, all the previous rights of members remain with the current and future members.

Not only will all future bylaw changes require approval by the membership, the election of directors and approval of financial reports still requires approval of the membership. The annual meeting is still required to occur each year, and a quorum of members is still necessary for there to be an official meeting.

In fact, since the approval of mail and electronic ballots was added to the bylaws, more members will be able to participate by exercising their right of voting. Although we enjoy seeing everyone at the annual meeting, we especially look forward to providing the opportunity to vote to all our members each year.

“Why are the nominations from the floor being eliminated?” Procedurally, if we provide voting by mail or electronic means, we will have the results reported at the annual meeting, and having someone nominated at that time would be too late to include them on the ballot that would go to all the membership. In order to still make running for the board as convenient as possible, there are still two ways to be placed on the ballot: one is to get in contact with the Nominating Committee before their last meeting in January and let them know your desires to run; and the other is to turn in a petition with the required number of signatures in time to be placed on the ballot.

We continue to encourage anyone who desires to be involved in the life of the cooperative to contact us and we will always assist in putting you in touch with the correct information. The Nominating Committee is always looking for those interested, and they can explain the details and time commitment involved with the job of a director on the board.

“Why are the voting districts being eliminated?” The voting districts are only being eliminated in the bylaws. We need and will maintain all nine director districts as we need full and complete representation from our membership to have the best guidance from the wishes of our members. The problem with listing the districts in the bylaws, and most cooperatives have also changed this, is that as members choose where they wish to live, some districts grow faster than others. It becomes necessary to change the boundary lines of each district to balance the number of members between each district. If we continue to list the district descriptions in the bylaws, it again requires a bylaw change for what could be a simple adjustment on our territory map. We can now adjust as needed to have nine fairly equal districts in numbers.

Changes in the Articles and Bylaws are very important, and I was pleased to see the interest our members took to read and ask questions. It was a real pleasure to be involved with the cooperative for this moment and provide information for better communication with our members. I remain available for any future questions; please do not hesitate to contact myself or any office staff for further information.