Valley Electric Association’s board of directors has called a special member meeting to address concerns over the board’s fiduciary responsibilities and the process of recalling members of Valley’s board, according to a news release from Valley.
The special meeting, pegged to occur following Valley’s annual meeting on April 27, is set to answer questions that have arisen on these topics, following the announcement by a members’ group on its intentions to recall Valley’s current board of directors in February, said Ken Derschan, president of Valley’s board of directors, in the news release.
“We have heard member concerns, and we are listening to what members say,” said Derschan in the news release. “Questions and comments revolving around the board’s fiduciary responsibilities and how a recall can occur have come up. Members have a right to elect board members, and they have the right to recall them. That process is spelled out in the bylaws. We want our members to hear firsthand about what being a fiduciary means and how a recall needs to be conducted in accordance with the bylaws and the articles of incorporation.”
The special meeting is set to occur at approximately 2 p.m. on April 27, following Valley’s annual meeting, at the high school. Registration for the annual meeting begins at 11 a.m. with that event getting underway at 1 p.m., also at the high school, according to Valley’s news release.
According to Valley’s release, it takes three board members to call for a special meeting, though all six of the current directors signed a notice to call for a special meeting at the end of April, following the annual meeting.
On another front, hundreds of area member-owners have signed a petition being circulated by organizers of VEA Members for Change, a members’ group that is working to remove several of Valley’s board of directors.
That action could occur at a special meeting that the group is working on calling via a petition of Valley’s members.
According to organizers for the group, new directors can be voted in by Valley’s members at the special meeting if any of the current directors are voted out at that meeting.
Members for Change was launched amid increased rates announced by Valley earlier in 2019 for its broadband customers and on energy rates for residential customers. The members’ group saw an influx in people signing the petition in light of allegations of a financial cover-up of sexual harassment at Valley and embezzlement.
Ken Johnson, an organizer for Members for Change and a former executive of Valley, said in prior interviews with a reporter from the Pahrump Valley Times that the group has put efforts into finding replacements for the current board should they be voted out during a special meeting.
Members for Change has not publicly named any potential replacements of Valley’s board of directors should the group be successful.
Organizers of VEA Members for Change have commented that Valley is not following the bylaws by not calling a special meeting of the membership following the group’s obtainment of a signature requirement under the bylaws.
The group surpassed what it said is a required number of signatures equating to 5 percent of Valley’s members and has asked Valley to schedule a special meeting, according to Johnson.
To start the process on removing any of the directors, VEA Members for Change has to obtain enough signatures equating to 10 percent of the membership; the 5 percent marker is to call the special meeting, according to organizers of Members for Change.
According to the Members for Change’s Facebook page, the effort has amassed just under 1,600 signatures. The group needs to collect enough signatures to match 10 percent of the membership. According to Members for Change’s social media page, that number is approximately 18,750.
Kathleen Keyes, who ran unopposed in Valley’s District 4 (Fish Lake Valley), for a seat on the board, is not listed on Members for Change’s petition.
A reporter from the Pahrump Valley Times reached out to Michael Hengel, vice president of corporate communications for Valley, on the upcoming special meeting, not connected to any action by Members for Change, that was recently called by Valley’s board and on other topics.
Hengel said Dick Peck, Valley’s interim chief executive, “has gone on record as saying that we have one interpretation of the bylaws. You’d have to ask them (VEA Members for Change) about their interpretation. According to our interpretation of it, there’s still some work to do.”
In Valley’s news release, Derschan was noted stating that Valley’s independent auditor, Lubbock, Texas-based Bolinger, Segars, Gilbert &Moss LLP will make a presentation on Valley’s 2018 audit. Representatives for the firm will also discuss the board’s fiduciary responsibility, according to Derschan.
Valley’s corporate counsel, Tammy Peterson of Peterson Baker PLLC, also plans to make a presentation on Valley’s bylaws and the “intricacies of a recall election,” Valley’s release stated.
“The bylaws and articles of incorporation are there to protect the cooperative and the members,” said Peck in Valley’s release. “If members wish to go down that road, that is their right. Everyone needs to follow the bylaws, however, or little will be accomplished.”
Lunch is set to be served prior to the annual meeting at the high school starting at 11:30 a.m. until the annual meeting begins at 1 p.m.
Several vehicles and items currently held by Valley will be auctioned off following the conclusion of the special meeting, according to the news release.
Valley Electric Association is planning to auction off 13 vehicles and two trailers following a special meeting at the end of April.
The auction will occur following the conclusion of Valley’s annual meeting and a subsequent special meeting at Pahrump Valley High School at 501 E. Calvada Blvd. on April 27.
“We have too many vehicles in our fleet, so it’s time to move them out,” said Valley’s Interim Chief Executive Dick Peck. “If a member needs a vehicle like one of the ones we have, this will be a good opportunity to get one at a good price.”
Valley is scheduled to start its annual meeting at 1 p.m. at the high school with a special meeting pegged to begin at 2 p.m. Following those meetings, the auction will get underway.
The auction includes late models cargo vans, along with vehicles from the mid-2000s and prior: trucks, SUVs and other “articles from Valley’s warehouse” will be included in the list of auction items, according to a press release from Valley.