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Show Attorneys Communicate On Garkane Board's Decision to Move Office Communications got underway during the past week between the Kanab attorney representing the "Committee to Move Garkane to Hatch" and Garkane Power Association's own Richfield legal counsel after once again controversy contro-versy over the move broke out at the company's most recent board meeting only a month after a vote by the member-consumers of the electrical cooperative. A vote by the membership in January fell short of what was described as a necessary two-thirds two-thirds majority when 63 percent rather than 67 percent of the membership approved the move. The company's headquarters ' has been situated for some 60 years in Richfield which is not served with the cooperative'.s electricity. Previous attempts to accomplish the move from Richfield to a site somewhere on the system had failed largely because of an inability of board members to agree upon a single location on the system. In Kanab at last week's meeting of Garkane's board of directors, board members heard an opinion from Attorney Colin ' Winchester that, by a statute governing non-profit corporations, the board had acted entirely appropriately in its August 1997 board meeting when it voted to move the office to Hatch. In their September meeting, after listening to a presentation by their attorney Marcus Taylor, Garkane board members, apparently appar-ently under the impression that it would be "unsafe" to go forward with the move and, after much controversy, opted to take the issue to the company's members. At the January vote tally, the issue Was thought to have died because it failed to receive a full two-thirds approval by consumers as board members believed was required. A letter from Winchester to Taylor last week asked Taylor to meet with him in Richfield, but Taylor wrote on Thursday saying he had been asked to "revisit the issue and report to the Garkane Board of Directors at its next meeting" set for Mar. 30. "I was shocked," said Winchester when contacted on Tuesday, "to hear from Mr. Taylor that someone on the board had requested that this matter be discussed again on Mar. 30. The motion in Kanab was just to the contrary, that no further discussion discus-sion by the board would be necessary." Board member Terry Griffith said in Orderville that he was surprised to hear that Taylor would be reporting to the board. He said he understood that board members would be receiving information from Taylor prior to the meeting. Other board members mem-bers were also looking for an opinion from Taylor. Taylor's letter to Winchester said, "It will be an eye opener for you when you have the benefit of applicable case law and consti- (See GARKANE on page 3-A) Garkane Controversy Continues From Front Page tutional and other statutory provisions." provi-sions." Winchester said he was eager to see the packet of material Taylor promised to send. At last week's board meeting, representatives of the "Committee "Commit-tee to Move Garkane to Hatch" had come recommending that the board adopt three resolutions it had outlined. They said they felt the first issue had been addressed in the discussion that had centered on the statute. Their second recommendation focused on the uneven distribution of numbers in the eight districts represented by directors. Hugh Wilson, Hatch, who chairs the "Committee to Move Garkane to Hatch, told the board that its articles of incorporation require the board from time to time to adjust the numbers in the districts so that they are approximately equal. For Garkane's districts to have equal representation, eight directors direc-tors would represent approximately approximate-ly 720 members. Six districts currently range from 463 to 560 each, while the remaining two districts have 1,203 and 1,431, respectively. Wilson said the uneven distribution in districts has the effect of unequal representation representa-tion on the board, with more people having less voting power through their single director than the few who are also represented by a single director. Board member Marjie Lee Spencer told Wilson that they had added another district only four years ago, splitting a single district that included Orderville, - Glendale and Cedar Mountain into two districts along geographical geograph-ical lines. "I represent Escalante and Boulder," she said, "and I know a lot more about what Escalante and Boulder want than if I went over and put Henrieville in and maybe part of Cannonville or half of Loa or something to make the numbers even. We felt that people would be more fairly represented and have a better chance of having their voice and their feelings put in if we did it by geographical areas rather than by numbers." Committee member Rod Syrett said, "You'd have to change your articles of incorporation for that. The articles say 'they shall be equal or close.'" To accomplish equal representation, repre-sentation, districts can be divided, divi-ded, and another director elected to add to the board, or districts boundaries can be changed to equalize the numbers. Often, however, a board of directors with too many members can be more cumbersome and less efficient in its operation than smaller boards and is more costly for a company that traditionally compensates board members for their services, their travel, accommodations and meals. Syrett brought up the third issue which was the matter of the ballots in the recent January vote requiring a signature. He said that immediately upon removing his ballot from his box at the post office, he opened the envelope and voted, complaining to the postmaster at that point that the ballot, which required a signature, was illegal. He said it intimidated intimida-ted voters, "You don't sign a ballot. That's not the American way. Russia, yes. Not here." Syrett and George Blackburn exchanged some heated words over what consituted a majority. Finally, the board settled on its motion which read, "... Mr. Taylor to contact Mr. Winchester concerning the issue. If Mr. Winchester's Win-chester's information is substantiated substanti-ated by Mr. Taylor, the Board would follow through with their original decision." The motion passed, five to three, with a roll call vote. In last week's coverage of the Kanab meeting, the Garfield County News misstated Hugh Wilson's occupation. Wilson who most recently served as vice president of administration and chief financial officer for a Colorado corporation, has some 22 years of extensive financial management experience, dealing both with the federal government and the private sector. The Garfield County News regrets the error. |