Tri-State expects member co-ops to support bylaw changes at annual meeting

By Joe Smyth | joe@cleancooperative.com | @joesmyth

The 43 electric cooperatives that buy power from Tri-State Generation and Transmission Association are likely to approve changes to Tri-State's bylaws that would allow for new types of contracts between the co-ops and the wholesale power provider. In advance of the expected official vote on the bylaws amendments during Tri-State's upcoming annual meeting on April 1-4, the co-ops showed support for the proposal at a special meeting Tri-State held on March 6.

In its 2018 10-K that was recently filed with the Securities and Exchange Commission, Tri-State said: "At a special meeting of our Members held in March 2019, our Members discussed the proposed amendments to the Bylaws and support such amendments."

Tri-State's 10-K also makes clear that the changes to the bylaws won't lead directly to new types of contracts, but instead would "permit our Board to establish such additional classes of membership and the rights and privileges of the members of those additional classes."

A copy of the proposed bylaw amendments also shows that they would allow, but not require, the Tri-State board of directors to create new membership classes. Those other membership classes are also not defined by the bylaw amendments.

In a February 14 "Memorandum regarding proposed bylaw amendments," Tri-State CEO Mike McInnes wrote to the CEOs and board presidents of Tri-State member co-ops to explain the process of changing the bylaws.

​That memo also included a copy of the proposed bylaw amendments, which show a new section concerning "Additional Membership Classes." That section states: ​"The Board of Directors may establish one or more classes of membership in addition to the existing all-requirements class of membership."

Some co-ops preferred more explicit language, as Energy News Network reported on March 4:

The proposal would create new classes of membership, although details have not been determined. Even if a majority of members approve the bylaw changes at Tri-State’s annual member meeting in early April, the specifics would still have to be worked out. Potentially thorny issues include whether “shall” or “may” will be used.

The proposed bylaw changes that Tri-State member co-ops will consider at the annual meeting were put forward by Tri-State, in response to a proposal from United Power, Tri-State's largest member co-op. In November 2018, United Power's board president wrote to other Tri-State member co-ops about United Power's "grave concerns about key elements of Tri-State’s key generation products and services," and to invite discussions about solution to "increasingly outmoded G&T business models."  

That invitation let to several meetings between United Power and other Tri-State member co-ops, in which United Power's CEO and other staff warned that Tri-State policies are turning away large customers that expect lower rates and renewable energy options.

Further Reading:

Tri-State Memorandum regarding proposed bylaw amendments

Energy News Network: As members seek cleaner power, Colorado energy provider wants to make a deal
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S&P Global: Amid co-op discontent, Tri-State members mull bylaw changes

United Power says Tri-State policies are turning away large customers

United Power seeks solutions to "increasingly outmoded G&T business models"