Board, Executive Committee approval needed
The Jemez Mountains Electric Cooperative Board of Trustees passed a new policy regulating staff, management and trustee communication with its members, customers and the media.
Under Policy 150, either the full Board or its Executive Committee must approve all communications between trustees and employees with anyone else.
“Trustees, officers, directors, and employees should engage in communications that promote JMEC, boost its reputation among members, and do not result in unwanted negative publicity for JMEC,” the policy states.
The Board passed the policy Aug. 24 during its monthly meeting. Cuddy & McCarthy attorney Charlie Garcia, as well as members of the Policy Committee, prior to the meeting, Board President and District 5 Trustee Nick Naranjo said during the meeting.
During discussion of the policy, District 4 Trustee David Salazar questioned the need and motivation for its approval.
“I consulted two civil rights attorneys with respect to this policy and they are in agreement that this policy violates civil rights of our individual employees,” he said.
In response to Salazar, Naranjo began to say why the policy was necessary, but stopped mid-sentence.
“The reasons for this — I don’t want to get into it,” he said.
Garcia did not return phone calls inquiring about the policy and its review process by press time. According to his profile on the Cuddy and McCarthy website, Garcia’s areas of focus include corporate, public utility and energy law, as well as employment and civil rights law.
Naranjo did not answer phone calls to inquire about the policy by press time.
Board Treasurer and District 3 Trustee Johnny Jaramillo tabled the motion to pass the policy after Salazar’s comments. After completing the majority of the meeting’s agenda, the Board entered into closed session, excluding the public, and conferred with the attorney about Salazar’s concerns.
After the Board exited the private session, the policy passed with Salazar as the only dissenting vote.
How it works
The Executive Committee is composed of Naranjo, Jaramillo, Board Vice President and District 6 Trustee Leo Marquez, Secretary and District 5 Trustee Charlie Trujillo and Assistant Secretary-Treasurer and District 4 Trustee Lucas Cordova.
Only Naranjo and General Manager Donna Montoya-Trujillo will be allowed to respond to member-owners, customers, media or anyone else inquiring at the Co-op. No one else is allowed to communicate with the public, unless approved by a unanimous vote of the Board.
Once she has approval from either the full Board or the Executive Committee to speak to someone, Montoya-Trujillo may direct a person to an employee with specialized knowledge, such as an engineer, to discuss their questions or concerns.
She will be allowed to confer with outside counsel and other Co-op personnel before responding to an inquiry.
The policy also controls Trustee and employee interaction with media and regulates Co-op promotional material and press releases.
“Unless otherwise approved by the full Board, no other Trustee, officers, director or employee of JMEC shall be authorized to communicate with JMEC’s official position or actions or activities to the media,” the policy states.
Promotional material and press releases can only be approved by the Executive Committee unless “authority to approve such materials is otherwise delegated to the General Manager through an annual letter of delegation from the Board.”
If an employee or Board trustee breaks the rules outlined in the policy, they could be fired.
According to the enforcement section of Policy 150, the Board has the authority to take disciplinary action against any trustee, employee or the general manager, if they do not comply with its rules.
Unlike other sections of the policy, such as the approval to communicate with its member owners, it does not clarify whether or not it will take a full vote of the Board to take disciplinary action.
“Each breach of this Board policy may lead to disciplinary action being taken against the offending Trustee, officer, director or employee, and continued or serious breaches may lead to dismissal of any offending employee,” the policy states.
Not included in the new policy is a timeline for a response to inquiries from the Board president or the general manager.
The Board has one open-to-the-public meeting on the fourth Friday of every month. Executive Committee meetings or special Board meeting can be called by the president at any time.
This could increase payouts to trustees, in particular those on the Executive Committee, if meetings have to be called more often so votes can be taken on media, member-owner or other inquiries.
Trustees receive $150 for every public, special and committee meeting they attend.
The policy does not clarify whether or not the Board must make these votes during public or executive sessions of the monthly Board meeting. The Co-op does not release a calendar of committee meetings. A list of member of each committee, other than the executive committee, is not available on the Co-op’s website.
Montoya-Trujillo did not return phone calls inquiring about the policy by Press time.
Policy 150 does not supersede Policy 136, member-owner’s rights to access financial and management information.