Publisher’s Note: Guest Opinions are welcomed from any PEC member, subject to the editorial standards of PECTruthwatch. The opinions expressed may or may not reflect the opinion of the publisher and all viewpoints are considered. Members are invited to comment as part of this post.
by Chris Perry, former PEC board member
The current controversy and calls for the removal of James Oakley from the PEC Board because of something he said on Facebook raise crucial and fundamental issues concerning effective democratic control of the cooperative. The fact that PEC leaders find themselves in a yet another governance crisis highlights the dismal quality of legal advice the Board receives and the failure of the Board to enforce its own long-standing code of conduct. To be clear, the conduct to which I refer is not Director Oakley’s.
In 2007 a member revolt began that took back control of PEC from an entrenched and corrupt group of management and board insiders ending decades of financial and governance abuses, including the practice of the Board of Directors deciding who could and could not serve on the board. I became involved in the grassroots effort to reform PEC when a friend was denied the right to appear on the ballot as a Director candidate in 2007. Later, I was encouraged to run for the Board and was elected, under new election procedures, eventually serving two terms as a PEC Director. The current controversy around removal or “discipline” of an elected Director is cause for concern. Now, even some of those PEC members who fought to overturn the decades of abuse are calling for Oakley’s removal because of remarks considered offensive, that he posted on Facebook—remarks that are undoubtedly constitutionally protected speech.
This controversy hits a nerve with me because I too worked to overturn the corrupt and self-perpetuating insider group that ruled PEC for decades; because I have defended the right of PEC Directors to exercise their constitutional right of free speech; and because I too was the target of and successfully fought off an attempt to remove me from my elected Director position at PEC.
What may not be clear to many PEC watchers is that the path that led to the current controversy—aside from what Mr. Oakley himself probably would agree was a poorly thought out Facebook post—began in November with little fanfare and even less deliberation, when the PEC Board adopted a new Bylaw giving itself the unprecedented authority to overturn a Director election. Without any explanation of the need for or meaning of the change, PEC’s then General Counsel Don Richards urged the Board to adopt the Bylaw revision, implying only that the change reflected best practices among his other cooperative clients in the telephone business. (Note: In response to an Open Records request by the author, PEC lawyers have refused to provide documents reflecting the detailed history of the development of the November Bylaw change, or the perceived need for it.)
While in the past, a PEC Director could only be removed by the members for malfeasance, i.e. an illegal act, or by the Board because the Director no longer met the qualifications to be a PEC Director, the newly adopted Bylaw confers upon the Board the power to remove a Director for “bringing of such disrepute or disparagement to the Cooperative”. Inexplicably, Mr. Richards offered no public explanation of what would constitute “disrepute or disparagement”, and the Board requested no public explanation prior to its adoption. I believe that such a subjective standard of cause for removal of an elected Director has no place in PEC Bylaws and threatens the hard fought for reforms of ten years ago.
Importantly, the newly adopted Bylaw requires that a complaint made by a Director against another Director be made in “good faith”, a term defined in PEC’s Directors Code of Conduct. In this case, Director Clement brought the complaint against Director Oakley. Having been privy to the inner workings and dynamics of the PEC Board for six years, I believe there are grounds for the Board to re-examine the behavior of Director Clement toward Mr. Oakley, and that a careful review of Director Clement’s conduct since Oakley’s first election will raise serious doubts about the complaint meeting the standard of “good faith” required by the revised Bylaw.
Removing or interfering with an elected Director’s legal rights and duties, exercised on behalf of the members that vested those rights and duties in him, threatens the foundation of democratic control of the cooperative. In fact, I argue that Mr. Oakley owes a duty to all PEC members to defend any attempt to remove him or to interfere with the exercise of his fiduciary responsibility to the cooperative and its member-owners. Finally, I urge the PEC Board to more carefully examine if the complaint against Oakley was made in good faith and suggest that the PEC Board consider rescinding the ill-conceived Bylaw change.