Understanding Current Operations and Governance at CDEC

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Continental Divide Electric Co-op has held membership meetings since its incorporation in 1945. However, it continues to serve the community, as questions arise about its governance structure and member participation.

One key issue has been the quorum requirement for meetings. CDEC customer service member Macario Juarez explained that the Co-op currently mandates that a quorum be present for decisions to be made, specifically defined as 3% of the total membership. This year’s quorum was not met at the annual meeting, where Juarez said 517 members registered, falling short of the required 541. Without a quorum, proposed amendments like absentee or remote voting cannot be implemented, as such changes would themselves require a quorum to pass.

Board meetings occur monthly, typically on the third Thursday, and members can attend as per board policy. Members wishing to address the board can request to do so following the established policy.

The governance of the board is essential, with members serving threeyear terms. Changes to board members can occur if a challenger receives the most votes during an election that meets the quorum requirements.

Juarez explained that recently, at the annual meeting which took place on April 25, “Joel Lister of Milan received a majority of votes over the incumbent trustee Wes Malcolm of Bluewater. The At-Large Trustee election requires that 3% of all Co-op members be registered, because that trustee represents the interests of the entire service area. Trustees receive no salary but may receive a board-approved per diem and reimbursement of authorized expenses, including mileage.”

The financial wellbeing of the Co-op is also concerning capital credit retirements. These retirements are discretionary and contingent upon the Coop’s financial health. An amendment on this year’s ballot aimed to facilitate capital credits tied to Red Bolt Broadband and additional services, but it too required a quorum for adoption, Juarez stated.

As the Co-op navigates these governance challenges, members are awaiting the appointment of a new general manager and CEO, following Robert Castillo’s retirement. The board is expected to conduct a thorough search for potential candidates, considering both internal and external applicants. In the interim, the board has indicated that an announcement regarding an interim manager will be made soon.

The Co-op also hosts various events, with prizes typically donated by a handful of equipment and services vendors, and cash prizes are budgeted each year.