81R4465 TRH-D
 
  By: Bolton H.B. No. 1002
 
 
 
A BILL TO BE ENTITLED
 
AN ACT
  relating to access by the members of 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.  Section 161.002, Utilities Code, is amended by
  adding Subdivision (2-a) to read as follows:
               (2-a) "Board meeting" means a deliberation between a
  quorum of the voting board, or between a quorum of the voting board
  and another person, during which electric cooperative business or
  policy over which the board has responsibility is discussed or
  considered, or during which the board takes formal action. The term
  does not include the gathering of a quorum of the board at a social
  function unrelated to the business of the cooperative, or the
  attendance by a quorum of the board at a regional, state, or
  national convention or workshop, ceremonial event, or press
  conference, if formal action is not taken and any discussion of
  cooperative business is incidental to the social function,
  convention, workshop, ceremonial event, or press conference.
         SECTION 2.  Section 161.075, Utilities Code, is amended to
  read as follows: 
         Sec. 161.075.  BOARD MEETINGS.  (a)  The board shall hold a
  regular or special board meeting at the place and on [the] notice as
  provided by Section 161.0751 and [prescribed by] the bylaws.
  Except as provided by Section 161.0752, each member of the electric
  cooperative is entitled to attend a regular or special board
  meeting.
         (b)  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.
         (c)  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.
         (d)  The board shall keep a record of each regular or special
  board meeting, in the form of written minutes or a taped recording
  of the meeting. A record of a meeting must state the subject of each
  deliberation and indicate each vote, order, decision, or other
  action taken by the board. The board shall make meeting records
  available to a member for public inspection and copying on the
  member's written request to the board secretary or to a person the
  secretary designates.
         (e)  A member attending a regular or special board meeting
  may record all or part of the meeting by any means of audio or visual
  reproduction, including a tape recorder or video camera.
         (f)  The board may adopt reasonable rules to maintain order
  at a regular or special board meeting, including rules relating to
  the location of recording equipment and the manner in which
  recording may be conducted. A rule adopted by the board under this
  section may not prevent or unreasonably impair a member from
  exercising a right granted by this section.
         SECTION 3.  Subchapter B, Chapter 161, Utilities Code, is
  amended by adding Sections 161.0751, 161.0752, 161.0753, 161.080,
  and 161.081 to read as follows:
         Sec. 161.0751.  NOTICE OF BOARD MEETINGS. (a) The board
  shall give members written notice of the date, hour, place, and
  subject of a regular or special board meeting. Notice of a board
  meeting must be posted at least 72 hours before the scheduled time
  of the meeting:
               (1)  on a bulletin board in a place convenient to
  members, at the electric cooperative's headquarters and at each
  district office; and
               (2)  on the cooperative's Internet website, if the
  cooperative maintains a website.
         (b)  If the board recesses a regular or special board meeting
  to continue the following regular business day, the board is not
  required to post notice of the continued meeting if the recess is
  taken in good faith and not to circumvent this section and Section
  161.075. If a regular or special board meeting is continued to the
  following regular business day, and on that following day the board
  continues the meeting to another day, the board shall give written
  notice as required by this section of the meeting continued to that
  other day.
         (c)  In the event of an emergency or urgent necessity that
  requires immediate board action to meet a reasonably unforeseeable
  situation, notice may be given in the manner prescribed by
  Subsection (a) at least two hours before a regular or special board
  meeting is convened, in order to:
               (1)  call an emergency board meeting; or
               (2)  add a subject to the agenda of a previously
  scheduled board meeting.
         (d)  Notice under Subsection (c) shall clearly identify the
  emergency or urgent necessity for which the notice is given. If the
  board adds a subject to the agenda of a previously scheduled regular
  or special board meeting, the board secretary or person the
  secretary designates shall post a copy of the revised agenda on the
  electric cooperative's Internet website, if the cooperative
  maintains a website, and physically at the cooperative's
  headquarters and each district office, not less than two hours
  before the meeting convenes.
         (e)  If, at a regular or special board meeting, a member
  makes an inquiry regarding a subject for which notice has not been
  given as required by this section, the notice provisions of this
  section do not apply to:
               (1)  a statement by the board of specific factual
  information given in response to the inquiry; or
               (2)  a recitation of existing policy in response to the
  inquiry.
         (f)  Any deliberation of or decision relating to the subject
  of an inquiry made under Subsection (e) shall be limited to a
  proposal to place the subject on the agenda for a subsequent board
  meeting.
         Sec. 161.0752.  EXECUTIVE SESSIONS. (a) The board may hold
  an executive session to which the members do not have access to
  deliberate:
               (1)  anticipated or pending litigation, settlement
  offers, or interpretations of the law with the electric
  cooperative's legal counsel and with any other person the board
  considers necessary;
               (2)  the purchase, exchange, lease, or value of real
  property, if the board determines in good faith that deliberation
  in an open board meeting may have a detrimental effect on the
  electric cooperative;
               (3)  business and financial issues relating to the
  negotiation of a contract, if the board determines in good faith
  that deliberation in an open board meeting may have a detrimental
  effect on the position of the electric cooperative;
               (4)  personnel issues, and complaints or charges
  against a director or electric cooperative employee or consultant,
  unless the director or employee who is the subject of the
  deliberation requests a public hearing;
               (5)  utility-related matters and commercial
  information that the board determines in good faith are related to
  the electric cooperative's competitive activity and that, if
  disclosed, could give an advantage to competitors or potential
  competitors; or
               (6)  issues related to security of the electric
  cooperative, including security personnel, security devices, and
  security audits.
         (b)  Before the board calls an executive session, the board
  shall convene in a regular or special board meeting for which notice
  has been given as provided by Section 161.0751. During that board
  meeting, the presiding director may call an executive session by
  announcing that an executive session will be held to deliberate a
  matter described by Subsection (a) and identifying the specific
  subdivision of Subsection (a) under which the executive session
  will be held.
         (c)  Except as provided by Subsection (d), a final action,
  decision, or vote on a matter deliberated in an executive session
  may only be made in a regular or special board meeting for which
  notice has been given as provided by Section 161.0751.
         (d)  The board may take action in an executive session for
  matters described by Subsections (a)(2), (4), and (5).
         (e)  The board secretary or a person the secretary designates
  shall make and keep a written or audio record of each executive
  session. The secretary shall preserve the record for at least two
  years following 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. 161.0753.  TRAINING FOR DIRECTORS AND CERTAIN
  EMPLOYEES. (a) The general manager of an electric cooperative
  shall make available a course of training regarding the
  responsibilities of the board, directors, and employees with regard
  to notice, open meetings, and open records.  The course of training
  shall be completed by a person who is:
               (1)  a director, advisory director, or advisory
  director at large, not later than the 180th day after the date the
  person assumes responsibilities as a director; or
               (2)  a general manager, assistant general manager, or
  other staff member recommended by the general manager, not later
  than the 180th day after the person's date of hire by the
  cooperative.
         (b)  The failure of one or more directors to complete the
  training required by this section does not affect the validity of an
  action taken by the board.
         Sec. 161.080.  MEMBER'S RIGHT OF ACCESS TO RECORDS. (a)  
  Except as provided by Subsection (c), a member of an electric
  cooperative may, at any reasonable time and on written request that
  states the purpose of the request:
               (1)  inspect books and records of the cooperative
  relevant to that purpose; and
               (2)  at the member's own expense, copy records the
  member is entitled to inspect under this section.
         (b)  An electric cooperative may charge a reasonable fee to
  the member if fulfilling the member's request will require a large
  amount of employee time.
         (c)  An electric cooperative may reject or limit a member's
  request to inspect its books and records if:
               (1)  the member refuses to warrant and furnish to the
  electric cooperative, on the electric cooperative's request, an
  affidavit that:
                     (A)  the inspection is desired for a purpose
  reasonably related to the business of the cooperative; or
                     (B)  the member does not intend to sell or offer to
  sell any list of members of the cooperative or assist another person
  in obtaining a list of members for that purpose;
               (2)  the release of the information sought by the
  member, such as individual member information or personnel
  information, would unduly infringe on or invade the privacy of a
  person;
               (3)  the inspection is sought for a dishonest purpose
  or to gratify mere curiosity, or is otherwise opposed to the
  interest of the electric cooperative, or is not reasonably germane
  to the interest of the member; or
               (4)  the records sought to be inspected pertain to
  trade secrets or information that is privileged, confidential, or
  proprietary.
         Sec. 161.081.  REMEDY FOR INFRINGEMENT OF CERTAIN MEMBERS
  RIGHTS. (a) A member aggrieved by an action of the board or by an
  employee of the board or cooperative that the member alleges
  infringes on a right of the member under Section 161.075, 161.0751,
  or 161.080 may file a written complaint with the board. On
  receiving a complaint under this subsection, the board shall:
               (1)  take corrective action requested by the member; or
               (2)  set a date for a hearing at which the member is
  entitled to appear and give testimony and other evidence concerning
  the grievance.
         (b)  If, after the hearing, the board determines that the
  action complained of infringed on the member's right under the
  relevant section of this chapter, the board shall take corrective
  action.
         (c)  A member who is not satisfied with the result of a
  hearing under Subsection (a) or who is denied a hearing under
  Subsection (a) is entitled to have the matter arbitrated by the
  office of public utility counsel in accordance with procedures
  adopted by the office for this purpose. If the office determines
  that the action complained of infringed on the member's right under
  the relevant section of this chapter, the office may order the board
  to take corrective action as the office specifies.
         (d)  A member who is not satisfied with the result of an
  arbitration under Subsection (c) or who is denied arbitration under
  Subsection (c) may file a petition for judicial review in a district
  court of the district in which the cooperative's headquarters is
  located. A board may file a petition for judicial review of an
  order of the public utility counsel under Subsection (c) to a
  district court of the district in which the cooperative's
  headquarters is located.
         (e)  Judicial review under this section is by trial de novo.
  If the court determines the action complained of by the member
  infringes a right of the member under the relevant section of this
  chapter, the court may order or award any appropriate relief,
  including money damages, court costs, and reasonable and necessary
  attorney's fees.
         SECTION 4.  (a)  The changes in law made by Sections 161.075,
  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.
         (b)  The general manager of each electric cooperative shall
  make available the first course of training required by Section
  161.0753, Utilities Code, as added by this Act, not later than
  October 1, 2009. A person who is employed by an electric
  cooperative or serving an electric cooperative as a director on the
  effective date of this Act and who is required by Section 161.0753
  to complete training shall complete the training not later than
  April 1, 2010.
         (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 161.081, Utilities
  Code, as added by this Act, apply only to a complaint filed by a
  member of an electric cooperative concerning an action taken on or
  after the effective date of this Act.  A complaint filed by a member
  of an electric cooperative concerning an action taken before the
  effective date of this Act is subject to the law in effect on the
  date of that action, and that law is continued  in effect for that
  purpose.
         SECTION 5.  This Act takes effect September 1, 2009.