Bill Text: TX SB1743 | 2011-2012 | 82nd Legislature | Engrossed
Bill Title: Relating to access by members of certain electric cooperatives to meetings of the boards of directors and certain information of the electric cooperatives.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Engrossed - Dead) 2011-05-16 - No action taken in committee [SB1743 Detail]
Download: Texas-2011-SB1743-Engrossed.html
By: Fraser | S.B. No. 1743 |
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relating to access by members of certain 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. Subchapter B, Chapter 161, Utilities Code, is | ||
amended by adding Sections 161.0721, 161.0751, 161.0752, 161.080, | ||
and 161.081 to read as follows: | ||
Sec. 161.0721. ELECTION OF DIRECTORS IN LARGE COOPERATIVES. | ||
(a) This section applies only to an electric cooperative with more | ||
than 180,000 members that is partially located in a county with a | ||
population of more than one million and less than 1.5 million. | ||
(b) Directors may be elected only by district. The board | ||
shall establish single-member districts from which the directors | ||
are to be elected. In establishing districts, the board shall | ||
attempt to have directors represent geographic areas with equal | ||
numbers of people. | ||
(c) A member may vote for a director to represent a district | ||
only if the member resides in that district. | ||
(d) Qualified members may be nominated as candidates in a | ||
director election only through a written petition by members. The | ||
bylaws of the electric cooperative must: | ||
(1) specify the number of printed names and dated | ||
signatures a petition nominating a candidate must contain; | ||
(2) specify a period within which a petition | ||
nominating a candidate must be submitted to the electric | ||
cooperative; and | ||
(3) specify that only members residing in a district | ||
may sign a petition for the nomination of a candidate to represent | ||
that district. | ||
(e) A director or board committee may not cast a member's | ||
proxy vote in a director election. | ||
(f) Subsection (e) may not be construed as limiting the | ||
right of an individual member to collect or cast a proxy vote of | ||
another member in a director election to the extent allowed by the | ||
bylaws of the electric cooperative. | ||
(g) A person may not use an incentive or other enticement to | ||
encourage a member to authorize another person to cast the member's | ||
proxy vote in a director election. | ||
(h) This section may not be construed as limiting the use of | ||
a proxy as provided by Section 161.069 to establish a quorum to | ||
transact business other than the election of a director. | ||
Sec. 161.0751. BOARD MEETINGS IN CERTAIN LARGE | ||
COOPERATIVES. (a) This section applies only to an electric | ||
cooperative with more than 180,000 members that is partially | ||
located in a county with a population of more than one million and | ||
less than 1.5 million. | ||
(b) The board shall hold a regular or special board meeting | ||
at the place and time specified by the notice required by Section | ||
161.0752 and the bylaws of the electric cooperative. | ||
(c) 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. | ||
(d) 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. | ||
(e) Except as provided by this section, each member of the | ||
electric cooperative is entitled to attend a regular or special | ||
board meeting. A person who is not a member of the electric | ||
cooperative may not attend a regular or special board meeting | ||
unless the person has been invited by a member. | ||
(f) At the board's discretion, the board may convene an | ||
executive session to which the members do not have access to | ||
deliberate and take action on sensitive matters, including matters | ||
involving confidential personnel information, contracts, lawsuits, | ||
real estate transactions, competitively sensitive information, | ||
information related to the security of the electrical system or the | ||
electric cooperative, and other privileged, confidential, or | ||
proprietary information. | ||
(g) The board shall reconvene the open session of the | ||
regular or special board meeting to announce the final action taken | ||
on a matter discussed in executive session, except matters | ||
involving confidential personnel information, real estate | ||
transactions, competitively sensitive information, or security | ||
information. | ||
(h) The board secretary or a person designated by the | ||
secretary shall make and keep written minutes of each regular or | ||
special board meeting. | ||
(i) The board shall adopt and comply with procedures for | ||
providing a member with access to the entirety of a regular or | ||
special board meeting, other than an executive session. | ||
(j) The board secretary or person designated by the | ||
secretary shall make and keep a written or audio record of each | ||
executive session. The secretary shall preserve the record for at | ||
least two years after 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. 161.0752. NOTICE OF BOARD MEETINGS IN CERTAIN | ||
COOPERATIVES. (a) This section applies only to an electric | ||
cooperative with more than 180,000 members that is partially | ||
located in a county with a population of more than one million and | ||
less than 1.5 million. | ||
(b) The board shall give members notice of the date, hour, | ||
place, and planned agenda of a regular or special board meeting. | ||
Notice of a board meeting must be given at least three days before | ||
the scheduled time of the meeting by: | ||
(1) posting a notice on a bulletin board in a place | ||
convenient to members at the electric cooperative's main office and | ||
at each district office; | ||
(2) posting a notice on the electric cooperative's | ||
Internet website, if the cooperative maintains a website; and | ||
(3) providing a copy of the notice to a member upon a | ||
member's request. | ||
(c) In the event of an emergency or urgent matter, notice | ||
may be given in the manner prescribed by Subsection (b) at any time | ||
before a regular or special board meeting is convened. An action | ||
taken by the board at a meeting for which notice is given under this | ||
subsection must be ratified by the board at the next meeting for | ||
which notice is given under Subsection (b). | ||
Sec. 161.080. MEMBER'S RIGHT OF ACCESS TO RECORDS IN | ||
CERTAIN COOPERATIVES. (a) This section applies only to an | ||
electric cooperative with more than 180,000 members that is | ||
partially located in a county with a population of more than one | ||
million and less than 1.5 million. | ||
(b) Except as provided by Subsection (d), a member of an | ||
electric cooperative may, at any reasonable time and on written | ||
request that states a proper purpose for the request, inspect and | ||
copy the books and records of the electric cooperative relevant to | ||
that purpose. | ||
(c) An electric cooperative may charge a member for the cost | ||
of providing information under Subsection (b). | ||
(d) An electric cooperative may limit or deny a member's | ||
request to inspect its books and records if the member: | ||
(1) seeks information the release of which would | ||
unduly infringe on or invade the privacy of a person; | ||
(2) seeks information related to a trade secret; | ||
(3) seeks personnel information the disclosure of | ||
which would violate other law or would constitute a clearly | ||
unwarranted invasion of personal privacy; | ||
(4) seeks information related to: | ||
(A) pending or reasonably anticipated | ||
litigation; | ||
(B) a real estate transaction for a project that | ||
has not been formally announced or for which contracts have not been | ||
formally awarded; | ||
(C) the electric cooperative's competitive | ||
activity, including commercial information and utility-related | ||
matters that would, if disclosed, give an advantage to a competitor | ||
or prospective competitor; or | ||
(D) the security of the electric cooperative's | ||
electrical system; or | ||
(5) seeks information that is confidential, | ||
privileged, or proprietary. | ||
Sec. 161.081. POLICIES AND AUDIT IN CERTAIN COOPERATIVES. | ||
(a) This section applies only to an electric cooperative with more | ||
than 180,000 members that is partially located in a county with a | ||
population of more than one million and less than 1.5 million. | ||
(b) The board shall adopt written policies relating to: | ||
(1) travel expenditures for board members, officers, | ||
and employees; | ||
(2) reimbursement of expenses for board members, | ||
officers, and employees; | ||
(3) conflicts of interest for board members, officers, | ||
and employees; | ||
(4) whistle-blower protections; | ||
(5) criteria and procedures for the selection, | ||
monitoring, review, and evaluation of outside vendors or contracted | ||
professional services; | ||
(6) budgets for use in planning and controlling costs; | ||
and | ||
(7) the creation of a committee that audits the | ||
actions of the board. | ||
(c) An electric cooperative shall provide for an | ||
independent financial audit, to be performed annually by an | ||
unaffiliated entity that is professionally qualified to perform the | ||
audit. | ||
SECTION 2. Subchapter C, Chapter 161, Utilities Code, is | ||
amended by adding Sections 161.126 and 161.127 to read as follows: | ||
Sec. 161.126. PROHIBITION ON ACQUISITION OF GENERATOR | ||
CAPACITY BY CERTAIN ELECTRIC COOPERATIVES. (a) This section | ||
applies only to an electric cooperative with more than 180,000 | ||
members that is partially located in a county with a population of | ||
more than one million and less than 1.5 million. | ||
(b) An electric cooperative may not acquire equipment | ||
capable of generating electricity for sale unless the Public | ||
Utility Commission of Texas first approves of the acquisition. The | ||
commission by rule shall establish the standards and procedures by | ||
which it will approve an electric cooperative's acquisition of | ||
electric generation capacity. | ||
Sec. 161.127. NOTIFICATION OF CERTAIN INVESTMENTS. | ||
(a) This section applies only to an electric cooperative with more | ||
than 180,000 members that is partially located in a county with a | ||
population of more than one million and less than 1.5 million. | ||
(b) Not later than the 30th day following the completion of | ||
a transaction that results in an electric cooperative or an | ||
affiliate of the electric cooperative creating or acquiring an | ||
interest in an entity that does not generate, transmit, or | ||
distribute electricity, the electric cooperative shall provide a | ||
notice to members that contains: | ||
(1) the name of the entity; | ||
(2) a description of the entity; | ||
(3) the reasons for the decision to enter into the | ||
transaction; | ||
(4) a description of the costs associated with the | ||
transaction, and the method of financing for those costs; and | ||
(5) a description of the anticipated effect the | ||
transaction will have on the electric cooperative's electric energy | ||
rates or prices. | ||
SECTION 3. (a) The changes in law made by Section | ||
161.0721, Utilities Code, as added by this Act, apply only to a | ||
director election held on or after the effective date of this Act. | ||
A director election held before the effective date of this Act is | ||
subject to the law in effect on the date the election is held, and | ||
that law is continued in effect for that purpose. | ||
(b) The changes in law made by Sections 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. | ||
(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 161.127, Utilities | ||
Code, as added by this Act, apply only to a transaction that is | ||
completed on or after the effective date of this Act. A transaction | ||
that is completed before the effective date of this Act is subject | ||
to the law in effect on the date the transaction is completed, and | ||
that law is continued in effect for that purpose. | ||
SECTION 4. This Act takes effect September 1, 2011. |