Dennis Root

Records | Mistakes May Have Been Made

Records | Mistakes May Have Been Made

During today’s show, I am going to make note of a few things my research was wrong about. I discovered the mistakes through additional research and finding other resources to consider and evaluate.

Meeting Minutes

TCA §48-66-101(a) requires the corporation to keep as permanent records minutes of all meetings of its members and board of directors. Statute 48-66-101(e)(4) requires the corporation to keep a copy of the minutes for all meetings of members and records of all actions approved by members for the past three (3) years at the principal office.

TCA §48-66-102(b)(1) states a member is entitled to inspect and copy excerpts from any records required to be maintained under 48-66-101(a); this includes the minutes.

Therefore, members are entitled to inspect and copy excerpts from the minutes of the meetings of our members and board of directors. This limits us to the minutes of the annual meetings only. Remember, the MEC Board of Directors does not permit cooperative members to attend their monthly board meetings. So, the only minutes the law entitles members to inspect and copy are excerpts of the minutes for the annual meetings.

MEC Bylaws

During review of the MEC Bylaws 6.07 discussing the Secretary’s responsibilities, one can see how you may misinterpret this section. A reader could interpret that the last sentence only applies to the charter and bylaws. However, the punctuation use could also lead you to analyze the meaning as I have done. After all, this section consists of one paragraph that is eleven lines long and contains only one period. That period is at the very end of the paragraph.

However, during my review of the bylaws of other cooperatives, I found some that were better written. The bylaws contain the same information, but the format makes them clear. For example, Section 6.07 the bylaws for the Caney Fork Cooperative and the Blue Ridge Mountain Electric Membership Corporation.

Think back to what I said during my episode titled I just want information. I believe it was part three of this series. I told you I believe the last sentence applies to all of the documents listed in Section 6.07. However, my review of more clearly written bylaws demonstrates the sentence I am referring to applies to the cooperative’s charter and bylaws. I was wrong with the manner in which I was reading that portion of the MEC bylaws.

Statutory References

In my response to Attorney George Wright, I wrote his references to the Tennessee code did not exist. This is not incorrect. However, as I researched more information, I discovered that the references Attorney Wright made would have been correct long ago.

For example, he referenced 65-25-201, which no longer exists. That is now 65-25-101. The history of each law shows those cited by Attorney Wright existed in the past. It appears Mr. Wright is not keeping up with the changes in how the law is cited. The same is true with Attorney Wright’s reference to 65-25-225. In the distant past, 65-25-125 was referred to as 65-25-225.

Why are you telling us this?

You may be wondering why I am providing you with this information. Well, I believe that if we make a mistake, we should ensure we take steps to correct it and take responsibility for the errors we make.

In light of this information, I still believe we are entitled to portions of the meeting minutes, but not of every board meeting, just those involving members, like the annual meetings.

I also believe the law supports our entitlement to inspect and copy the requested accounting records and the membership list.

Now, I want to ask you some questions. Do you think the board of directors is acting in our cooperative’s best interests? If you do, why do you feel that way? What is the basis of that opinion?

We’re supposed to elect a director to represent us. Yet, how many of you know when and how the board runs the elections? Once elected to represent us, how do we know what they do on our behalf? We are not allowed to attend board meetings. If we ask our elected directors what they discuss at a board meeting, they will tell you they can’t discuss that with you.

You must ask permission if you have an issue and want to address your elected board of directors. If you are permitted to address the board, you must leave the room before they discuss the problem or concern you presented.

How does any of this sound democratically controlled by the members? I mention this because I believe in accountability. That is why I wanted to update you on what I discovered. I am accountable for what I say and do, and I think the MEC Board of Directors should also be.