LA PLATA ELECTRIC ASSOCIATION, INC. Durango, Colorado

Transcription

1 LA PLATA ELECTRIC ASSOCIATION, INC. Durango, Colorado The regular monthly meeting of the Board of Directors of La Plata Electric Association, Inc. was held Wednesday, April 20, 2011, in the headquarters building in Durango, Colorado. President Terry Alley led the board in the Pledge of Allegiance. The meeting was called to order at 9:00 A.M. with the following directors present: Tom Compton Bobby Lieb Harry Goff Jeffrey Berman Jerry McCaw Pam Patton Davin Montoya Harry Cole Herbert Brodsky Joe Wheeling J. Robert Formwalt Terry Alley Also present were: Greg Munro, Chief Executive Officer Shay Denning, Attorney Dennis Svanes, Chief Financial Officer Steve Gregg, Manager of Operations Ron Meier, Manager of Engineering Mark Schwantes, Manager of Corporate Services Indiana Reed, Marketing & Communications Consultant Linda Wells, Executive Secretary GUESTS (from sign in sheet) Ken Fox, Britt Bassett, Lori Schell, H. L. Riegle, Lisa Ray, Brigitte Holiday, Chris Helm, Pat and Paul Senacal AGENDA President Alley introduced Ken Fox, a candidate for director from District 1. He noted Dr. Schell will be here at 10:00 A.M. for her presentation and the 4CORE report will be given after lunch. The executive session will be moved to the end of the meeting and then the board will reconvene for motions. Director Formwalt requested an item for Western United be discussed during the executive session and CEO Munro has an executive item. President Alley asked for approval of the agenda. Director Brodsky moved to approve the agenda; motion seconded and passed without dissent. MEMBER COMMENTS AND CONCERNS There were no member comments. CEO Munro and Mark Schwantes spoke briefly to the Board on the issue that occurred last month at the Board meeting. CONSENT BOARD ITEMS The consent board items were presented and reviewed. Director McCaw moved to approve the March 16, 2011 minutes with one word change, new members, and capital credit payments to estates; motion seconded and carried without dissent. 4/20/11 Board Minutes Page 1

2 ITEMS REQUIRING BOARD ACTIONS Director reimbursements were presented and reviewed. Committee of the Whole Meeting 4/18/11 Davin Montoya $ Harry Goff $ Harry Cole $ Terry Alley $ Joe Wheeling $ Herbert Brodsky $ Jerry McCaw $ Robert Formwalt $ Pam Patton $ Jeff Berman $ Tom Compton $ Bobby Lieb $ Administration Committee 4/18/11 Davin Montoya, Tom Compton, Terry Alley, Pam Patton, Jeff Berman Budget Finance & Audit Committee 4/18/11 Joe Wheeling, Terry Alley, Jerry McCaw, Harry Goff, Bob Formwalt, Bobby Lieb Systems Operation & Planning Committee 4/18/11 Jeff Berman, Herb Brodsky, Jerry McCaw, Harry Goff, Harry Cole External Organizations & Issues 4/18/11 Bob Formwalt, Tom Compton, Terry Alley, Herb Brodsky, Pam Patton Board Meeting 4/20/11 Davin Montoya $ Harry Goff $ Jeffrey Berman $ Harry Cole $ Joe Wheeling $ Herbert Brodsky $ Jerry McCaw $ Robert Formwalt $ Pam Patton $ Terry Alley $ Tom Compton $ Bobby Lieb $ Meetings: Jeff Berman/REAP meeting $ Harry Goff/Tri-State Annual Meeting $ Tom Compton/CREA $ Herbert Brodsky/Tri-State Annual Meeting $1, Director Formwalt moved to approve the director reimbursements as presented: motion seconded and passed without dissent. QUARTERLY WRITE-OFFS Questions were taken on the write-offs. It was noted by CEO Munro and CFO Svanes that LPEA continues to attempt to collect the bad debts even though we are writing them off. Director Brodsky moved to approve the quarterly write-offs from 11/1/10-1/31/11; motion seconded and passed without dissent. 4/20/11 Board Minutes Page 2

3 ATTORNEY REPORT Attorney Denning updated the board on the City of Durango franchise. The city has taken steps to pass an ordinance extending the franchise agreement through the end of the year, however, the city attorney has not responded to our request for an indemnification provision for LPEA to continue to collect the City Franchise tax. Attorney Denning stated that LPEA s exposure for liability on this issue is likely slight, and recommended proceeding with the extension regardless of whether the City is willing to indemnify LPEA. She reported a complication with the Cat Creek Condemnation regarding the landowner and the State of Colorado. She suggested proceeding with the condemnation proceedings for the LPEA easement to ensure construction in a timely manner. Attorney Denning noted other items listed on the written report. CEO AND STAFF REPORTS CEO Munro indicated that a full report on the upcoming Annual meeting will be given this afternoon. He discussed meetings at Tri-State. CEO Munro and Kelly Hebbard, General Manager of FastTrack, are meeting with the City of Durango and La Plata County to discuss the COG s broadband, and the fiber agreement with FastTrack. FastTrack s attorney and board chair will also attend the meeting. CFO Svanes gave a brief account of the CREA Manager s meeting that included sessions with CFC. The other managers updated their written staff reports. DR. LORI SCHELL PRESENTATION CEO Munro introduced Dr. Schell. She gave a presentation entitled LPEA and Renewable Energy. She explained legislative and contractual obligations and noted current LPEA policies and rate schedules that support renewables. Economic studies, and how to do them were presented. Acquisition mechanisms were listed and she presented how to proceed from where we are now. Questions were taken from the directors. CEO AND STAFF REPORTS, continued CFO Svanes gave the quarterly financial report. Revenue is down slightly due in part to fewer funds from Tri-State for the renewable energy payments, but next month there will be a large payment. Steve Gregg, Manager of Operations, gave the 4th quarter outage and safety reports. He noted there have been outages in the Ignacio area the past week. Steve expanded on this quarter s safety report, explaining injuries. He added that meter safety and OSHA training were performed the first quarter. 4CORE REPORT Ed Zink and Aileen Tracy gave the 4CORE report. Aileen asked the directors what specific things LPEA would like to see 4CORE accomplish this year. A collective vision from the main coalition members is their goal. Ed noted a list of projects from the coalition members for a total of $500,000. The LPEA directors will put 4CORE on their agenda in the near future to discuss the direction of 4CORE. Aileen is leaving 4CORE June 30 th. They are in the process of seeking her replacement. A representative from the Governor s Energy Office and one from the Town of Ignacio commended the LPEA Board and 4CORE for their partnership and work in the region. 4/20/11 Board Minutes Page 3

4 LPEA ANNUAL MEETING REPORT Jeannie Bennett, with Cindy Straight, gave an update on the annual meeting. COMMITTEE OF THE WHOLE MEETING The committee discussed the December Board meeting scheduled to fall on the 21 st. Director Brodsky moved to change the regular scheduled LPEA December meeting to Monday, December 19 th ; motion seconded and passed without dissent. An executive session was held to discuss the CEO Evaluation and will continue at the end of this meeting. The Strategic Goals were presented to the committee. ADMINISTRATION COMMITTEE Resolution , cancelling the election in District 2, was addressed. adopt Resolution , cancelling the election in District 2 deeming that Davin Montoya is elected as the director from District 2; motion passed without dissent. Five board policies were reviewed. delete Board Policy 116, Attendance by Members at Meetings of the Board of Directors, as the content is redundant and covered in other board policies; motion passed without dissent. adopt revised Board Policy 208, Disposition of Unclaimed Property; motion passed without dissent. adopt revised Board Policy 356, Educational & Community Benefit Donations/Contributions; motion carried without dissent. adopt revised Board Policy 411, La Plata Electric Scholarship; motion carried without dissent. adopt revised Board Policy 416, La Plata Electric/John Voelker Scholarship for Attending a Vocational School, Technical School or Junior College; motion carried without dissent. The committee addressed a supervisory committee for the LPEA Annual meeting election. appoint a Supervisory Committee for the Annual Meeting election of LPEA. They 4/20/11 Board Minutes Page 4

5 include Billing Supervisor Cindy Straight, a representative from Maynes, Bradford, Shipps, and Shefftel Legal Firm and a representative from Fredrick, Zink & Associates Accounting Firm; motion passed without dissent. BUDGET FINANCE & AUDIT COMMITTEE Director Wheeling reported the committee addressed Resolution , Equity Allocation. The Budget Finance & Audit Committee recommended and Director Wheeling moved to adopt Resolution , authorizing the allocation of the 2010 operating and non-operating margins to its members per Article VII of the bylaws; motion carried without dissent. The committee discussed selecting an audit firm for the next three years. A suggestion was made to research other auditing firms since LPEA has used Schmidt & Co in the past. The Budget Finance & Audit Committee recommended and Director Wheeling moved to select Schmidt & Co as external auditors for LPEA for the next 3 years; motion carried with Directors Patton and Berman dissenting. EXTERNAL ORGANIZATIONS & ISSUES COMMITTEE The committee readdressed the issue of directing some of the unclaimed capital credits to adult education centers. The External Organizations & Issues Committee recommended and Director Formwalt moved to extend scholarships to GED graduates as stated in previously revised board policies; motion passed without dissent. The directors discussed the amount of money that would be available to the Adult Education Centers in the service area for GED programs. Director Lieb moved to approve up to $2,000 annually from unclaimed capital credits for the purposes of funding GED testing scholarships pending final adoption of a policy defining appropriation of the funds; motion seconded and passed without dissent. SYSTEMS OPERATION & PLANNING COMMITTEE The committee addressed Resolution concerning a Tri-State policy #117 companion agreement regarding Williams generation. The Systems Operation & Planning Committee recommended and Director Goff moved to adopt Resolution , authorizing the CEO to execute, subject to legal review, a Renewable Project Performance Payment Contract between Tri- State and LPEA; motion seconded and carried without dissent. LA PLATA ELECTRIC ROUND UP FOUNDATION Director Patton reported 13,123 members were rounding up as of March 30, down 57 from last month. A total of $6,634 was contributed. Round Up considered eight requests totaling $15,279. One request from the Bayfield Lions Club to purchase their building was for a $2,500 pledge. The Round Up Board moved to increase that request to a $5,000 pledge to help them jump start 4/20/11 Board Minutes Page 5

6 their fund raising effort. Of the remaining seven requests, two were denied and five were funded for $3,985. Four education grant requests totaling $13,000 were considered. Two requests were denied and two were partially funded totaling $2,000. The Round Up Board considered the possibility of using more unclaimed capital credits for use on the monthly education requests which have consistently been $11,000-$15,000 a month. The board felt they could use some additional funds. FASTTRACK REPORT Director Lieb reported the new accounting person hired is working out well and is learning the business quickly. Last month s report included the loss of Sidny Zink due to a conflict. The conflict no longer exists and she agreed to again serve on the board. The FastTrack 2.0 Network is up and running fairly smoothly. Financially, FastTrack is showing a profit for the month. Director Leib noted that $80,000 in revenues that should have been reported in March will be posted in April. WESODI REPORT Director McCaw reported in speaking with Jerry Holland, WESODI is currently 3 days behind on the Navajo fiber project due to glitches on right-of-ways, easements, etc. The tribe is being billed for the delays. Next Monday the crews should be back on schedule. BWR, down one or two employees, is doing some proposals and bidding of jobs. TRI-STATE REPORT Director Wheeling reported issues are continuing with the EPA ruling concerning mercury. The EPA estimates this ruling will shut down 10 GW of coal plants around the country, (though these plants have other problems as well). Another EPA problem deals with state versus federal regulations. The board was updated on the Delta Airport Project involving Tri-State, the county and city. A presentation at the general board meeting showed the quantification of compliance, regulatory and environmental costs are around 18% or nearly $200 million. Ron Harper, CEO of Basin Electric, spoke to the board. Basin is looking at a 4-5% increase to go into effect in September, as they need margins of $20 million. Director Wheeling requested an item for executive session. CREA REPORT Director Compton reported briefly on Colorado legislation. WESTERN UNITED REPORT Director Formwalt reported Western United will meet next week. FUTURE COMMITTEE OF THE WHOLE MEETINGS AND AGENDA ITEMS With the Annual meeting being held in May, there will not be a Committee of the Whole meeting. Agenda items include a review of the Annual meeting and setting next year s date and location, election of officers and representatives, setting a new director orientation date, updates on the Tri-State rates and Ponderosa Substation, discussing direction for 4CORE, discussing amount of scholarships, reviewing the new GED policy, and the member opportunity report. There will be an AMI presentation. UPCOMING EXTERNAL MEETINGS Director Patton plans to attend the CoBank meeting in June in Colorado Springs. 4/20/11 Board Minutes Page 6

7 EXECUTIVE SESSION Director Formwalt moved to go into executive session to discuss the CEO evaluation, a Western United issue, a lien filed against LPEA, a Tri-State issue, and a FastTrack issue; motion seconded and passed without dissent. The Board went into executive session at 3:25 P.M. The regular board meeting reconvened at 4:05 P.M. President Alley indicated the board reviewed the chief executive officer evaluation. No action will be taken on the contract as this is the middle of a two year contract. He noted the evaluation was very positive and the board would like to grant a salary increase. There has been no salary increase the last two years and the board would like to have CEO Munro s salary be in line with other cooperative CEOs. Director Berman moved to increase CEO Munro s salary to $195,000 per year; motion seconded and passed without dissent. The board bid farewell to retiring Director Harry Cole. With no further business, the meeting adjourned at 4:15 P.M. Recorded by: Linda Wells Original signed by Pam Patton, Secretary and Terry Alley, President 4/20/11 Board Minutes Page 7