Dunn Energy members asking for resignations of board members for violating bylaws
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By LeAnn R. Ralph
WHEELER — Members of the Dunn Energy Cooperative are asking for the resignation of two directors because they were not qualified under the cooperative’s bylaws to serve on the board of directors at the time they were elected.
Chuck Boyer of Wheeler sent a statement by registered mail to the Dunn Energy Cooperative Board of Directors and Jesse Singerhouse, general manager, dated July 20, detailing the basis for their request.
The statement is signed by “Chuck and Barbara Boyer et al,” and the statement begins by saying, “We represent and are a part of an ad hoc group of Dunn Energy Cooperative members/owners.”
The statement calls for the resignations of two board members whose residences in the Town of Howard and the Town of Wheaton did not have Dunn Energy residential electrical service as was required by the cooperative’s bylaws at the time they were elected to terms in 2012 and 2015.
Changes
Districts 6 and 8 have changed recently, Boyer said, although he is unable to tell when Dunn Energy changed the districts because he has been unable to examine the minutes from the board of directors meetings, in spite of making requests.
Dunn Energy has no written policy on providing access to the minutes, he said, although according to state law, Boyer, as a member of the cooperative, is entitled to see a variety of cooperative records.
Wisconsin statute 185.47(1)(a) states that “a cooperative shall keep correct and complete financial books and records, including minutes of the proceedings of meetings of its members, board and executive committee …”
Under Wisconsin statute 185.47(1)(b)(2), “at any reasonable time, any member or stockholder, or his or her agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any of the cooperative’s records pertinent to the purpose specified in the notice.”
Wisconsin statute 185.47(c) states, “the board may deny a request to examine any financial books or records if the board determines that the purpose is not directly related to the requester’s interest as a member or stockholder in the business or affairs of the cooperative or is otherwise contrary to the best interests of the cooperative.”
Section C, while referring to financial books or records, does not mention the minutes from board meetings.
Resignations
In their statement, the Dunn Energy members ask that if the directors for Districts 6 and 8 do not resign, that the board begin the process to remove them from the board of directors.
“In the event the two refuse to resign, we are calling on the board (which has had full knowledge of these violations and has been fully complicit in their continuance to date) to immediately begin the process, as set forth in the bylaws, for their removal from the board. We regret making this demand, but attempts over the last two years to discuss this matter with then general manager James Hathaway and DEC legal counsel John Behling have been effectively stonewalled. Furthermore, there is no statute of limitations on such violations.”
Residential
Dunn Energy bylaw section 4.3.A.6 in effect until March of 2018 states an individual must receive Dunn Energy Cooperative electrical service at his or her residence to be a cooperative director or a director candidate, according to the statement.
“Indeed, this requirement was explicitly emphasized by former general manager James Hathaway in a February 16, 2018, e-mail. The bylaw’s intent was to prohibit directors without home service from making policy decisions affecting the home service (for example, raising residential rates) of the co-op’s 8,700 members without themselves being affected,” the statement explains.
During their 2012 and 2015 terms on the board of directors, as well as during their candidacies for those terms, the representatives for District 6 and District 8 never had Dunn Energy Cooperative electrical service at their homes in the Towns of Howard and Wheaton, the statement alleges.
The addresses have been “physically verified on numerous occasions. In addition, voting registration records for the two individuals dating back to 2012 confirm their legal residential addresses from which they voted,” according to the statement.
Amended bylaw
According to the statement from the Dunn Energy members, in February and March of 2018, the directors for District 6 and 8 were nominated to become candidates for a third three-year term on the Dunn Energy Board of Directors.
The ballot also contained an amended bylaw that removed the residential service requirement.
“This revised bylaw (which was to make both individuals ‘legitimate’) was supported by the board in a vote in which, according to board meeting minutes, neither individual recused themselves for a conflict of interest,” according to the statement.
The directors for District 6 and 8 “had already become nominees and candidates under the then current bylaw, Section 4.3.A.6, which specifically required candidates, not just directors, to meet the residential service requirement, thereby making them ineligible to run and their subsequent election to their current terms null and void, as illegitimate as their prior two terms,” the statement explains.
The statement from the Dunn Energy members goes on to say, “Any claim that an action by the nominating committee certifying an unqualified nominee candidate as qualified, whether deliberate, the result of being mislead, or from incompetence, does not magically make that nominee/candidate qualified. The facts speak, a violation is a violation, and there is no statute of limitations in the bylaws.”
Response
In an e-mail message dated August 20, Behling, the attorney for the Dunn Energy Cooperative Board of Directors, wrote, “As you know, all Cooperative members have a right to voice their opinion and a right to vote. The election that Chuck referenced was almost four years ago. By way of background, before a Cooperative member can run for the Cooperative Board, their qualifications are scrutinized by the independent Cooperative Nominating Committee. The Nominating Committee is comprised of Cooperative Members who do not sit on the Board. The Committee is staffed by the Cooperative’s General Counsel and one Dunn Energy staff member who serves as the Committee Clerk. Neither the Committee Clerk nor the General Counsel vote on whether the candidate meets the qualifications for candidacy and the Nominating Committee’s decision is binding. Based on the decisions of the Nominating Committee, only qualified candidates are placed on the ballots and only the candidate that receives the majority of the votes for their respective District wins.”
Behling concludes, “I can say with full confidence that every Cooperative Board member that held a seat in 2017 or that holds a seat today, fully meets the qualifications for cooperative membership and has a legal right to that seat.”
Complicit
“All seven directors who were first elected to the board prior to March, 2019, have been complicit in this scheme,” according to the concluding paragraph of the statement from the Dunn Energy members.
The statement goes on to also ask for the resignation of the president of the Dunn Energy Cooperative Board of Directors.
The board president, “bears the chief responsibility for enforcing the bylaws and overseeing the process for unqualified director removal. Not only has he failed in his duty to uphold the cooperative’s bylaws, he has been an active party to these violations from their inception, continuing to the present day … we are calling for his resignation as well.”
In conclusion, the statement asks as well that the directors who were first elected to the Dunn Energy Cooperative Board of Directors prior to March of 2019 “be permanently prohibited from serving on the board once their current terms expire.”
Board members
The Dunn Energy Board of Directors includes the following people:
• Larry Amble, president, representative for District 1, covering the Towns of Vance Creek and Prairie Farm in Barron County, the Town of Forest in St. Croix County, and the Towns of New Haven, Sheridan and Wilson in Dunn County.
• Brian Johnson, representative for District 2, covering the Town of Dallas in Barron County, the Towns of Auburn and Cooks Valley in Chippewa County, and the Towns of Grant, Hay River, Otter Creek and Sand Creek in Dunn County.
• Jeff Gasteyer, representative for District 3, covering the Town of Cady in St. Croix County, the Towns of Spring Lake, Rock Elm and Union in Pierce County, and the Towns of Lucas, Stanton, Weston and Eau Galle in Dunn County.
• Dean Stokke, representative for District 4, covering the Town of Tainter in Dunn County.
• Ed Hartung, representative for District 5, covering the Towns of Sherman and Menomonie in Dunn County.
• Tom Zwiefelhofer, representative for District 6, covering the Towns of Howard, Tilden and Wheaton in Chippewa County.
• Jim Wildner, representative for District 7, covering the Towns of Red Cedar, Spring Brook and Dunn in Dunn County.
• Lee Jensen, representative for District 8, covering the Towns of Elk Mound and Colfax in Dunn County.
• Rachel Kummer, representative for District 9, covering the Towns of Albany, Durand, Lima and Waterville in Pepin County, and the Towns of Peru and Rock Creek in Dunn County.