United States District Court, E.D. Missouri, Northern Division
KENNETH L. WOOLDRIDGE, Plaintiff,
MACON ELECTRIC COOPERATIVE,, Defendants.
OPINION, MEMORANDUM AND ORDER
EDWARD AUTREY UNITED STATES DISTRICT JUDGE.
matter comes is the Court on Defendants' Partial Motion
to Dismiss for Failure to State a Claim, [Doc. No. 43].
Plaintiff opposes the Motion. For the reasons set forth
below, the Motion is granted in part and denied in part.
initiated this lawsuit by filing a complaint on December 1,
2016. Defendants Macon Electric Cooperative, Paul LaRue
Baker, Harold Beach, Doug Drake, Richard Kemp, Larry Robuck,
Nena Robuck, George Phillip Saunders, Kemper Walker, and
Glenda Wood filed their pending Partial Motion to Dismiss for
failure to state a claim upon which relief can be granted
pursuant to Federal Rule of Civil Procedure
(“FRCP”) 12(b)(6) seeking to dismiss Counts I,
II, III, and IV of Plaintiff's Complaint. For purposes of
this Motion to Dismiss, the Court accepts as true the
following facts alleged in Plaintiff's Complaint.
Great Rivers Habitat Alliance v. Fed. Emergency
Mgmt. Agency, 615 F.3d 958, 988 (8th Cir.2010).
is an individual, a United States citizen, a Missouri
resident, and a resident of Chariton County, Missouri.
Plaintiff was a member of the Board of Directors for
Defendant Macon Electric Cooperative from August 1980 to
Macon Electric Cooperative, (“MEC”) is a rural
electric distribution cooperative and a member-owned Missouri
non-profit corporation with its principal place of business
at 31571 Business Hwy 36, Macon, MO 63552. MEC is operated by
a Board of Directors (“Board”), which is composed
of nine members elected in staggered three-year terms.
Paul LaRue Baker, Harold Beach, Larry Robuck, George Philip
Saunders, Kemper Walker and Glenda Wood were Board members at
the time Kathryn A. Smith (“Smith”) filed her
first complaint with the Missouri Human Rights Commission
(“MCHR”) and EEOC.
Jay Collins, Harold Eckler, Richard Kemp, Eugenia
Rice-Pulliam, Larry Robuck and Glenda Wood were Board members
at the time Smith was discharged from employment with MEC.
Doug Drake is a Missouri resident and was MEC's General
Manager and Smith's supervisor at all times relevant to
this Complaint on and before January 7, 2016.
Nena Robuck is a United States citizen and Missouri resident
and the spouse of defendant Larry Robuck.
is a United States citizen and Missouri resident, a
57-year-old woman, and at all relevant times a resident of
Macon County, Missouri. Smith was employed by Defendant Macon
Electric Cooperative (“MEC”) at all relevant
times, last holding the position of Office Manager.
an “employer” for purposes of the Age
Discrimination in Employment Act because MEC is, and all
relevant times was, a person engaged in an industry affecting
commerce with 20 or more employees for each working day in
each of twenty or more calendar weeks in the current or
preceding calendar year. See 29 U.S.C. §
an “employer” for purposes of Title VII because
MEC is, and at all relevant times was, a person engaged in an
industry affecting commerce with 15 or more employees for
each working day in each of twenty or more calendar weeks in
the current or preceding calendar year, and is not the United
States or any corporation wholly owned by the Government of
the United States, an Indian tribe, any department or agency
of the District of Columbia, or a bona fide private
membership club. See 42 U.S. Code § 2000e(b).
an “employer” for purposes of the Missouri Human
Rights Act because MEC at all relevant times employed six or
more persons within the state and is not a corporation or
association owned and operated by any religious or sectarian
Board member is an employer for purposes of the Missouri
Human Rights Act because MEC is an employer and the Board
members at all relevant times directly acted in the interest
is an employer for purposes of the Missouri Human Rights Act
because MEC is an employer and Drake at all relevant times
directly acted in the interest of MEC.
August 1980, plaintiff was elected to MEC's Board of
Directors. From then on, plaintiff served continuously on the
Board until October 3, 2015. As of the end of his tenure on
the Board, plaintiff was compensated at the rate of $100 per
Board meeting, $80 per day for any other meetings at which he
represented MEC, $500 per day for any time in which he
represented the Northeast Missouri Electric Power Cooperative
(as MEC's selected representative), and was provided with
$400 per month in insurance.
November 20, 1989 to January 13, 2016, Smith was employed
full time by MEC, last holding the position of Office
July 2011, plaintiff, a widower, began spending time socially
October 2011, plaintiff told the rest of the Board members
that he was seeing Smith. Initially, no one on the Board
expressed any objection to the relationship between plaintiff
and defendants' employee Smith. In fact, MEC Board
elected plaintiff as MEC representative on the Northeast
around that same time Smith began to feel she was being
subjected to harassment and a hostile work environment at MEC
and by Defendant Drake because of her age and sex.
Board's next meeting, in July 2012, some members of the
Board expressed concern over plaintiff's relationship
with Smith, alleging a conflict of interest.
the Board obtained a legal opinion that there was no
violation of bylaw or policy created by the relationship,
plaintiff was approved for nomination to the Board of
Directors and in August of 2013 and was re-elected for a
three year term (2013 to 2016).
fall of 2013, the Board voted to exclude only Smith and one
other employee from annual salary increases. After the vote,
plaintiff called defendants Drake and other Board members to
criticize the decision, stating that in all his time on the
Board no employee had been denied an annual raise before.
November 2013, the Board voted to find that plaintiff had
violated a “board policy” on conflicts of
interest by “lobbying” for a pay raise for Smith,
voted to reprimand and censure plaintiff, and requested that
plaintiff resign as a Board member.
August 2014, the Board proposed an amendment to the MEC
bylaws that would redefine “conflict of interest”
so that the definition would include plaintiff's
relationship with Smith.
October 11, 2014, Smith sent a letter to defendant Drake
informing him that her “workplace environment at Macon
Electric Cooperative has become increasingly hostile”
in that her duties had been reduced, with some reassigned to
younger employees, her access to files and computer drives
had been removed, her salary was frozen, and she was being
obstructed in the performance of her job duties. In the
October 11, 2014 letter, Smith wrote: “I am left to
conclude that my gender and/or age have been contributing
factors in decisions that ultimately are being designed to
eliminate my position, demote me, and/or result in
involuntary separation of my employment with Macon Electric
had been scheduled to receive an employee performance
evaluation around this time. On October 16, 2014, defendant
Drake sent an email to Smith stating, “Due to your
discrimination allegations your performance evaluation will
be postponed until a later date and time.” Smith never
received another performance evaluation during her employment
November 18, 2014, Smith sent defendant Drake a letter
explaining that he was not affording her sufficient time to
complete a major project, even though other employees had
been given more time and more resources to complete similar
November 20, 2014, Smith sent a letter to the then-President
of the Board, Robert Long, alleging that defendant Drake was
subjecting her to a “continuing and increasing hostile
work environment” and retaliation for complaining of