Norwich — Members of the Connecticut Municipal Electric Energy Cooperative adopted new bylaws Wednesday that incorporate changes made in a state law passed last year to increase transparency and oversight of the utility conglomerate.

Many of the bylaw changes address the addition of ratepayer representatives to the board of directors as called for in the state law. Ratepayer representatives, appointed by the political governing bodies in the CMEEC member municipalities — Groton, Norwich, Jewett City, Bozrah and Norwalk — have voting authority on the board of directors.

The board delayed action on changes to the section of bylaws covering indemnification of board members and CMEEC officers, including for attorney fees and defense of any lawsuit derived from their positions in CMEEC. Governance Committee member Ronald Gaudet of Groton Utilities said the indemnification section still is under review and proposed revisions could be presented at a future meeting.

The bylaws added an item to the list of board duties and expectations stating: “To act in accordance with the fiduciary duties of care and loyalty as required by law and including the making of decisions in the best interests of CMEEC’s Vision, Mission and Objectives and all its Members and customers and to act collectively as a Board.”

The call for increased scrutiny of CMEEC’s operations came after public outcry over CMEEC-hosted trips to the Kentucky Derby for four years from 2013 to 2016 for dozens of top staff, board members, their spouses and other family members and public officials from throughout Connecticut. The trips collectively cost $1.02 million and were funded through a Margin Fund of profits realized through CMEEC utility operations and contracts with outside entities. Money in the Margin Fund is slated to be divided among the member utilities for electric rate stabilization.

The revised bylaws also included a new section requiring the annual CMEEC operating budget to include detailed expenses for the board of directors, with a directive that the board not exceed the total budgeted at the start of the year. Expenses to be listed include board member compensation, travel, lodging and meals, expenses for board and committee meetings, outside services, strategic retreats and planning sessions. Board members receive $600 per meeting and lesser amounts for committee members and telephone participation.

Throughout the year, if listed expenses exceed the budget, CMEEC staff must report to the board to review the proposed changes and formal budget revisions would require votes and must be published in the meeting minutes.

CMEEC’s past budgets released to the public contained little information about board expenses, and the cooperative did not release details even after the state Freedom of Information Commission ordered CMEEC to release its budget following a complaint filed by The Day.

The state law passed in 2017 requires CMEEC to hold any “strategic retreat or similar activity” in Connecticut and mandates that the board approve ahead of time the location, purpose, list of participants and any entertainment or gifts involved.

CMEEC’s draft new ethics and travel policies, not discussed Wednesday, also rein in spending, including prohibiting travel expense reimbursement for “spouses, companions, colleagues or relatives” accompanying members on CMEEC functions.

c.bessette@theday.com