Wednesday, January 26, 2011


GAG ME WITH A RULE: A week ago we ended our piece on Kaua`i Island Utilities Coop (KIUC) and their ill-conceived and even more ill-advised hydro-electric projects on the Hanalei, Makaweli and Wailua Rivers by criticizing three board members who, though promising to bring some transparency and openness to the Board of Directors, have apparently capitulated to the board “gag rule” on speaking publicly on KIUC’s board’s policy and decisions.

We wrote:

For some reason it doesn’t seem to matter who we elect to KIUC’s board of directors. So far three directors who seemed to “get it” before their election- Carol Bain, Ben Sullivan and recently Jan TenBruggencate- have remained silent and apparently gone along with the majority, supposedly, we hear, because they don’t have the majority they need to overturn some “stifle rule” that forbids them from speaking on their own.

Assuming their thoughts on this and other KIUC actions are in dissent of the majority it’s time for them to rise to the to challenge by speaking out publicly, at least as individual co-op members- and letting the chips fall where they may.

And with an upcoming election it’s vital we get commitments from candidates to toss this policy.

But not only is the board steeped in secrecy but the rule itself has never been given any exposure- until now.

Anyone looking for it would have to go to KIUC’s “Board Information and Meeting” page and then search through 27- yes 27- Board of Directors Policies and Procedures until you get to the last one- the 27th, Director Communications- to find it.

We understand from someone who had seen the previous policy that this version- apparently passed in May 25th 2010- is even somehow an improvement over the last one although we can’t imagine anything more much restrictive.

The policy starts off fairly innocuously with a “Purpose of Policy” statement that says:

To Define for present and future KIUC Directors guidelines for communicating about KIUC Matters with KIUC's members and the public at large, and to foster communication with KIUC's members so that they may actively participate in setting KIUC's policies and making KIUC decisions consistent with cooperative principle number two.

But then it goes on to restrict that communication to accomplishing anything but “active participation.”

The “Policy Content” starts off innocuously enough by saying:

A. Directors must not reveal any of KIUC’s privileged, confidential or proprietary information to anyone outside the Board and/or KIUC executives, in any format.

But the next section fully restricts board members from saying anything that doesn’t reflect the full boards position on any item, saying

B. Where a position has been taken by KIUC and/or its Board, Directors should make every effort to ensure that any communications with KIUC members/customers (whatever the form of the communication) are accurate and represent the official position of KIUC and/or the Board, (emphasis added) or, if no position has been taken, that the communications accurately reflect only information revealed in open sessions of KIUC Board meetings and/or in public documents.

It gets worse. The next one forces board members to clear any and all public statements through the board’s chair.

C. Any communication clearly likely to receive wide dissemination (blog, social networking site, letter to editor, news release, white paper, etc.) is to be submitted for review to the Chairperson of the Board or, in the absence of the Chair. KIUC's President and CEO, prior to dissemination. The contents of such communications must comply with paragraphs A and B above. Such review is intended to be a check for accuracy and appropriateness, because even a minor misstatement could lead to significant difficulties for KIUC. The results of the review of such communications shall be provided to the Director requesting review no later than 3 working days after receipt by the reviewing authority, and will include a statement of approval, or if not, the reasons for disapproval and/or recommended changes. If the requesting Director is not satisfied that reason given by the reviewing authority for non-approval is appropriate, the requesting Director is entitled to resubmit the communications with changes or bring the matter to the attention of the entire Board at a properly noticed meeting, and the decision of the Board thereupon shall be final.

So, in other words, if you are of a different opinion you are entitled to... change your opinion. Gee thanks dad.

And you can bet that if a board member doesn’t agree with, lets say, the hydroelectric projects or the recently announced “power partners” agreement for a photovoltaic solar farm that will lock rate payers into prices that are tagged to oil at $90 a barrel, they will not get approval until they agree with the rest of the board.

But wait- it gets worse still. Board members are actually banned from even discussing their dissenting thoughts with coop members because the next section says:

D. Directors should not publicly debate or advocate issues that are under active consideration by the Board or that have been previously decided—such discussions should be reserved for Board meetings. However, it is entirely appropriate for Directors to discuss with their constituents (in appropriate venues) issues that are before the Board, with the intent of gathering input to be brought to Board discussions, assuming that such communications comply with paragraphs A and B above.

That goes even presumably if they are running for re-election and are challenged over board actions during their tenure.

There are six candidates so far in this year’s election- David Iha, Patrick S. Gegen, F. Kenneth Stokes, Teofilo Phil Tacbian and Peter Yukimura- for three position, although there may be more who petition to get on the ballot.

You can be sure that the three incumbents seeking reelection, Iha, Tacbian and Yukimura- all charter members of the good old boys club- will never vote to remove this policy. And presumably- and conveniently- in a wonderful “catch-22” the policy restricts them from stating whether they disagree with, and will vote to overturn, the rule

The only pertinent question for the rest this year is “will you vote to remove Board Policy #27, the gag rule?”

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