Submitted by OPALCO
An OPALCO member, Dwight Lewis of Lopez Island, completed a petition to run for an open position on the OPALCO Board of Directors, District 3 (Lopez, Decatur, Center and Charles Islands), and was disqualified by legal counsel based on the bylaw language for director qualifications. In reviewing Lewis’ Independent Director Qualifications Form, legal counsel called into question the petitioner’s ability to put aside his personal agenda for the good of the Cooperative and petitioner’s continued documented actions over the past year support that decision.
At the Feb. 21 regular meeting of the Board on Lopez Island, that decision was appealed by the petitioner and, after lengthy discussion, the Board unanimously upheld counsel’s decision.
Every candidate, including incumbents, is reviewed by OPALCO’s legal counsel to explore any potential conflicts of interest and compliance with the bylaws on qualifications (Article III, Section 2). Over the last four elections, two other candidates have been disqualified: one based on meeting the petition requirements and one based on conflict of interest in their business pursuits.
Lewis appeared at the February board meeting with his legal counsel and a group of supporters, each of whom was given five minutes to address the Board. Following public commentary, the Board went into executive session to discuss the legal matter. When the Board reconvened, President Vince Dauciunas thanked Lewis and his supporters for their commentary and explained the process and the Board’s decision, revealing that the three sitting directors who are candidates in this year’s election recused themselves and did not vote.
Dauciunas reported, “The Board has reviewed all of the relevant information in OPALCO’s bylaws and polices. We have researched what other cooperatives have in their bylaws for director qualifications. We have thoroughly reviewed our counsel’s rationale and researched the Policy 9 Board of Adjustment hearing process that petitioner Dwight Lewis was party to in 2012. We have heard the comments from members attending the meeting this morning. On behalf of the full Board, we stand with our counsel and support their decision that petitioner Dwight Lewis is not qualified to run for a Board of Directors position.”
Director Mark Madsen addressed some of the concerns expressed by members present regarding potential inconsistencies in the bylaws and fair treatment. At that time, Madsen made a motion directing the independent member Elections and Governance Committee to conduct a thorough review of the bylaws and policies related to elections and make recommendations to the Board. The motion passed unanimously.
The current bylaws and policies related to elections were last updated in January of 2017 following a comprehensive member review committee analysis. The committee’s draft recommendations were presented to the Board at a special meeting on September 29, 2016 and exhibited for public review and commentary at open house events on four islands in October. The Board adopted most of the committee’s recommendations, which resulted in establishing the EGC to act as a nominations committee for OPALCO Board elections and also as an independent body that would, from time to time, review OPALCO governance issues and make recommendations.
To address some questions raised at the February Board meeting:
Transparency: Lewis’ supporters asked for greater transparency on why Lewis was disqualified. OPALCO has requested a release of confidential information from Mr. Lewis and his attorney. Until a release is signed, the specific information is considered confidential to protect the privacy of the individual.
Previous Bids for a Board Positions: A question raised was as to why Lewis was not disqualified in two previous attempts to run for a Board position. In the first instance (April 2016), an earlier version of the bylaws did not include the new director qualification language proposed by the EGC later that year. In the second instance, the EGC put his name forward as a potential appointee following the retirement of a District 3 Director. His bid not make it far enough into the process to include review by attorney.
Consideration for Time since Offense: A question was raised about leniency for the petitioner since the actions that led up to the Board of Adjustment hearing and decision occurred in 2012. Counsel Joel Paisner stated that the nature of the issues that led to the Policy 9 hearing were of a nature that call into serious question the petitioner’s ability to put aside his personal agenda for the good of the Cooperative and petitioner’s continued documented actions over the past year support that decision.
The four successful candidates will be available to answer member questions at the moderated candidate forums scheduled:
March 4: Woodmen Hall on Lopez – 5-6:30 p.m.
March 5: Grange in Friday Harbor – 5-6:30 p.m.
March 6: Senior Center on Orcas – 5-6:30 p.m.
March 7: Community Center on Shaw – 1:30-3 p.m.
Ballots for the 2019 election will be sent to members on March 11.
Voter information is also posted online at https://www.opalco.com/resource-library/#rlfelectionsandgovernanceelections2019.