81R4465 TRH-D
By: Bolton H.B. No. 1002
A BILL TO BE ENTITLED
AN ACT
relating to access by the members of electric cooperatives to
meetings of the boards of directors and certain information of the
electric cooperatives.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 161.002, Utilities Code, is amended by
adding Subdivision (2-a) to read as follows:
(2-a) "Board meeting" means a deliberation between a
quorum of the voting board, or between a quorum of the voting board
and another person, during which electric cooperative business or
policy over which the board has responsibility is discussed or
considered, or during which the board takes formal action. The term
does not include the gathering of a quorum of the board at a social
function unrelated to the business of the cooperative, or the
attendance by a quorum of the board at a regional, state, or
national convention or workshop, ceremonial event, or press
conference, if formal action is not taken and any discussion of
cooperative business is incidental to the social function,
convention, workshop, ceremonial event, or press conference.
SECTION 2. Section 161.075, Utilities Code, is amended to
read as follows:
Sec. 161.075. BOARD MEETINGS. (a) The board shall hold a
regular or special board meeting at the place and on [the] notice as
provided by Section 161.0751 and [prescribed by] the bylaws.
Except as provided by Section 161.0752, each member of the electric
cooperative is entitled to attend a regular or special board
meeting.
(b) The attendance of a director at a board meeting
constitutes a waiver of notice to the director of the meeting unless
the director attends the meeting for the express purpose of
objecting to the transaction of business at the meeting because the
meeting is not lawfully called or convened.
(c) A notice or waiver of notice of a board meeting given to
a director is not required to specify the business to be transacted
at the meeting or the purpose of the meeting.
(d) The board shall keep a record of each regular or special
board meeting, in the form of written minutes or a taped recording
of the meeting. A record of a meeting must state the subject of each
deliberation and indicate each vote, order, decision, or other
action taken by the board. The board shall make meeting records
available to a member for public inspection and copying on the
member's written request to the board secretary or to a person the
secretary designates.
(e) A member attending a regular or special board meeting
may record all or part of the meeting by any means of audio or visual
reproduction, including a tape recorder or video camera.
(f) The board may adopt reasonable rules to maintain order
at a regular or special board meeting, including rules relating to
the location of recording equipment and the manner in which
recording may be conducted. A rule adopted by the board under this
section may not prevent or unreasonably impair a member from
exercising a right granted by this section.
SECTION 3. Subchapter B, Chapter 161, Utilities Code, is
amended by adding Sections 161.0751, 161.0752, 161.0753, 161.080,
and 161.081 to read as follows:
Sec. 161.0751. NOTICE OF BOARD MEETINGS. (a) The board
shall give members written notice of the date, hour, place, and
subject of a regular or special board meeting. Notice of a board
meeting must be posted at least 72 hours before the scheduled time
of the meeting:
(1) on a bulletin board in a place convenient to
members, at the electric cooperative's headquarters and at each
district office; and
(2) on the cooperative's Internet website, if the
cooperative maintains a website.
(b) If the board recesses a regular or special board meeting
to continue the following regular business day, the board is not
required to post notice of the continued meeting if the recess is
taken in good faith and not to circumvent this section and Section
161.075. If a regular or special board meeting is continued to the
following regular business day, and on that following day the board
continues the meeting to another day, the board shall give written
notice as required by this section of the meeting continued to that
other day.
(c) In the event of an emergency or urgent necessity that
requires immediate board action to meet a reasonably unforeseeable
situation, notice may be given in the manner prescribed by
Subsection (a) at least two hours before a regular or special board
meeting is convened, in order to:
(1) call an emergency board meeting; or
(2) add a subject to the agenda of a previously
scheduled board meeting.
(d) Notice under Subsection (c) shall clearly identify the
emergency or urgent necessity for which the notice is given. If the
board adds a subject to the agenda of a previously scheduled regular
or special board meeting, the board secretary or person the
secretary designates shall post a copy of the revised agenda on the
electric cooperative's Internet website, if the cooperative
maintains a website, and physically at the cooperative's
headquarters and each district office, not less than two hours
before the meeting convenes.
(e) If, at a regular or special board meeting, a member
makes an inquiry regarding a subject for which notice has not been
given as required by this section, the notice provisions of this
section do not apply to:
(1) a statement by the board of specific factual
information given in response to the inquiry; or
(2) a recitation of existing policy in response to the
inquiry.
(f) Any deliberation of or decision relating to the subject
of an inquiry made under Subsection (e) shall be limited to a
proposal to place the subject on the agenda for a subsequent board
meeting.
Sec. 161.0752. EXECUTIVE SESSIONS. (a) The board may hold
an executive session to which the members do not have access to
deliberate:
(1) anticipated or pending litigation, settlement
offers, or interpretations of the law with the electric
cooperative's legal counsel and with any other person the board
considers necessary;
(2) the purchase, exchange, lease, or value of real
property, if the board determines in good faith that deliberation
in an open board meeting may have a detrimental effect on the
electric cooperative;
(3) business and financial issues relating to the
negotiation of a contract, if the board determines in good faith
that deliberation in an open board meeting may have a detrimental
effect on the position of the electric cooperative;
(4) personnel issues, and complaints or charges
against a director or electric cooperative employee or consultant,
unless the director or employee who is the subject of the
deliberation requests a public hearing;
(5) utility-related matters and commercial
information that the board determines in good faith are related to
the electric cooperative's competitive activity and that, if
disclosed, could give an advantage to competitors or potential
competitors; or
(6) issues related to security of the electric
cooperative, including security personnel, security devices, and
security audits.
(b) Before the board calls an executive session, the board
shall convene in a regular or special board meeting for which notice
has been given as provided by Section 161.0751. During that board
meeting, the presiding director may call an executive session by
announcing that an executive session will be held to deliberate a
matter described by Subsection (a) and identifying the specific
subdivision of Subsection (a) under which the executive session
will be held.
(c) Except as provided by Subsection (d), a final action,
decision, or vote on a matter deliberated in an executive session
may only be made in a regular or special board meeting for which
notice has been given as provided by Section 161.0751.
(d) The board may take action in an executive session for
matters described by Subsections (a)(2), (4), and (5).
(e) The board secretary or a person the secretary designates
shall make and keep a written or audio record of each executive
session. The secretary shall preserve the record for at least two
years following the session. The record must include:
(1) a statement of the subject matter of each
deliberation;
(2) a record of any further action taken; and
(3) an announcement by the presiding director at the
beginning and end of the session indicating the date and time.
Sec. 161.0753. TRAINING FOR DIRECTORS AND CERTAIN
EMPLOYEES. (a) The general manager of an electric cooperative
shall make available a course of training regarding the
responsibilities of the board, directors, and employees with regard
to notice, open meetings, and open records. The course of training
shall be completed by a person who is:
(1) a director, advisory director, or advisory
director at large, not later than the 180th day after the date the
person assumes responsibilities as a director; or
(2) a general manager, assistant general manager, or
other staff member recommended by the general manager, not later
than the 180th day after the person's date of hire by the
cooperative.
(b) The failure of one or more directors to complete the
training required by this section does not affect the validity of an
action taken by the board.
Sec. 161.080. MEMBER'S RIGHT OF ACCESS TO RECORDS. (a)
Except as provided by Subsection (c), a member of an electric
cooperative may, at any reasonable time and on written request that
states the purpose of the request:
(1) inspect books and records of the cooperative
relevant to that purpose; and
(2) at the member's own expense, copy records the
member is entitled to inspect under this section.
(b) An electric cooperative may charge a reasonable fee to
the member if fulfilling the member's request will require a large
amount of employee time.
(c) An electric cooperative may reject or limit a member's
request to inspect its books and records if:
(1) the member refuses to warrant and furnish to the
electric cooperative, on the electric cooperative's request, an
affidavit that:
(A) the inspection is desired for a purpose
reasonably related to the business of the cooperative; or
(B) the member does not intend to sell or offer to
sell any list of members of the cooperative or assist another person
in obtaining a list of members for that purpose;
(2) the release of the information sought by the
member, such as individual member information or personnel
information, would unduly infringe on or invade the privacy of a
person;
(3) the inspection is sought for a dishonest purpose
or to gratify mere curiosity, or is otherwise opposed to the
interest of the electric cooperative, or is not reasonably germane
to the interest of the member; or
(4) the records sought to be inspected pertain to
trade secrets or information that is privileged, confidential, or
proprietary.
Sec. 161.081. REMEDY FOR INFRINGEMENT OF CERTAIN MEMBERS
RIGHTS. (a) A member aggrieved by an action of the board or by an
employee of the board or cooperative that the member alleges
infringes on a right of the member under Section 161.075, 161.0751,
or 161.080 may file a written complaint with the board. On
receiving a complaint under this subsection, the board shall:
(1) take corrective action requested by the member; or
(2) set a date for a hearing at which the member is
entitled to appear and give testimony and other evidence concerning
the grievance.
(b) If, after the hearing, the board determines that the
action complained of infringed on the member's right under the
relevant section of this chapter, the board shall take corrective
action.
(c) A member who is not satisfied with the result of a
hearing under Subsection (a) or who is denied a hearing under
Subsection (a) is entitled to have the matter arbitrated by the
office of public utility counsel in accordance with procedures
adopted by the office for this purpose. If the office determines
that the action complained of infringed on the member's right under
the relevant section of this chapter, the office may order the board
to take corrective action as the office specifies.
(d) A member who is not satisfied with the result of an
arbitration under Subsection (c) or who is denied arbitration under
Subsection (c) may file a petition for judicial review in a district
court of the district in which the cooperative's headquarters is
located. A board may file a petition for judicial review of an
order of the public utility counsel under Subsection (c) to a
district court of the district in which the cooperative's
headquarters is located.
(e) Judicial review under this section is by trial de novo.
If the court determines the action complained of by the member
infringes a right of the member under the relevant section of this
chapter, the court may order or award any appropriate relief,
including money damages, court costs, and reasonable and necessary
attorney's fees.
SECTION 4. (a) The changes in law made by Sections 161.075,
161.0751, and 161.0752, Utilities Code, as added by this Act, apply
only to a meeting convened on or after the effective date of this
Act. A meeting convened before the effective date of this Act is
subject to the law in effect on the date the meeting is held, and
that law is continued in effect for that purpose.
(b) The general manager of each electric cooperative shall
make available the first course of training required by Section
161.0753, Utilities Code, as added by this Act, not later than
October 1, 2009. A person who is employed by an electric
cooperative or serving an electric cooperative as a director on the
effective date of this Act and who is required by Section 161.0753
to complete training shall complete the training not later than
April 1, 2010.
(c) The changes in law made by Section 161.080, Utilities
Code, as added by this Act, apply only to a request to inspect
records submitted on or after the effective date of this Act. A
request submitted before the effective date of this Act is subject
to the law in effect on the date of the request, and that law is
continued in effect for that purpose.
(d) The changes in law made by Section 161.081, Utilities
Code, as added by this Act, apply only to a complaint filed by a
member of an electric cooperative concerning an action taken on or
after the effective date of this Act. A complaint filed by a member
of an electric cooperative concerning an action taken before the
effective date of this Act is subject to the law in effect on the
date of that action, and that law is continued in effect for that
purpose.
SECTION 5. This Act takes effect September 1, 2009.