CORDOVA ELECTRIC COOPERATIVE, INC. REGULAR BOARD MEETING
December 21, 2016
The Regular Meeting of the Board of Directors of Cordova Electric Cooperative, Inc. was called to order at 6:03 pm by Chairman Pegau. Members present were Faulkner, Cooper, Zastrow and Blackadar. Director Little participated via teleconference. Director Wooden was absent. Also present were CEO Koplin, Manager of Administration and Finance Merritt, Executive Assistant/HR Coordinator Bailer (Recorder), Manager of Generation and Distribution Newlun, and Project and Technology Coordinator Kuntz.
Paula Payne and Barclay Kopchak were present and had no comments.
AWARD OF COBANK AND CEC DONATION TO CORDOVA ARTS & PAGEANTS, LTD.
Pegau told Payne and Kopchak that Cordova Electric Cooperative, in conjunction with CoBank, proudly presents to Cordova Arts and Pageants a contribution in the amount of $10,000, $5,000 from each entity, to go toward stage lighting for the North Star Theater in the Cordova Center. Payne and Kopchak thanked the Board.
APPROVAL OF AGENDA
It was moved by Cooper and seconded by Faulkner, to approve the agenda as presented.
It was moved by Cooper and seconded by Zastrow to amend the agenda to add the Land Lease Agreement Between K&H LLC and Cordova Electric Cooperative under Old Business.
Voice vote on amending the agenda: Unanimous. Motion carried.
Voice vote on the motion to approve the agenda: Unanimous. Motion carried.
It was moved by Faulkner and seconded by Cooper, to approve the consent agenda that includes the following:
- Minutes of November 21, 2016 Board Meeting
- Minutes of Special Meeting of December 14, 2016
- Patronage Capital Estate Retirement Voice vote: Motion carried.
CEO’s Written Report
Budget: The operational reports are a good measure of our operational and managerial performance, but the real measure of a year’s financial performance is the cash flow. The ability to meet borrowing obligations determines our solvency, and positive cash flow moves an organization in the right direction, and negative cash flow leads you toward the rocks. Our cash flow may, with a little luck, end positive this year despite the declining revenues. It is hard to have a positive cash flow and not have the budget reflect good financial and operational performance, which it does.
H&K, CTC, CEC Lease Agreement: What I was afraid might happen has. After several hours of work and legal expenses by all three parties, we have reached an impasse of growing legal expenses and a growing gap between common interests. I hope to have several options and a recommendation by next Wednesday for board consideration.
In November CEC was very close to full staffing until the Staff Engineer announced his resignation this week to pursue a great career opportunity at Homer Electric Association. Dan has improved the relaying and system protection performance in his short time at CEC, was instrumental in drawing the Electric Energy Storage project close to completion, and has grown into the design work for the distribution system in his short time at CEC and will be missed.
Crater Lake Update: Crater Lake is included as an element of the 2017 budget.
IBEW Contract: There are one or two lingering pieces we are working to reconcile by year end.
See Separate Production / Operations / Engineering Report
CEC HQ Building Repairs
We have included a generic budget item for repairs, and will await an engineering assessment report to guide future repairs and maintenance.
I currently have no business travel scheduled for December.
Economic Development: I have been working with staff to evaluate CEC economic development or cost savings energy efficiency measures for struggling Cordova businesses and organizations.
Communications Plan: I am working with CEC staff to prepare a 2017 CEC Communications Plan
CEO Verbal Report
Koplin said the H&K LLC Lease Agreement is a work in progress. The attorney reviewed the Agreement, he made some suggestions, it was presented to H&K LLC, and the Agreement is still being discussed between the parties involved. Discussion.
Upon question Koplin said the IBEW Contract has a couple lingering pieces to be completed, those being the implementation of the Legal Fund and retro pay. Retro pay has been completed and a Letter of Agreement was completed today regarding the Legal Fund.
Koplin mentioned he and Chair Pegau met with the Nominating Committee last night to explain what the duties and expectations of this Committee are.
Koplin mentioned the Bylaw Committee contacted him about the section referencing Board compensation and the Bylaws do not have to be changed as according to the Bylaws this can be done by resolution.
MANAGER OF PRODUCTION AND DISTRIBUTION REPORT
Newlun’s report included information regarding the Apprentice Maintenance Operator and Apprentice Lineman positions, both of which have been filled; snow safety training was conducted in December, plant updates, work done on CEC vehicles, building maintenance, and engineering department updates.
Merritt reviewed the following reports:
- Statement of Operations for November
- Cash Flow Analysis for November
- Revenue Report for November
- Cash Disbursements for November
- Generation and Sales Statistics – It was noted the November 2016 total number for System Peaks was wrong and Merritt said the correct number is
Bad Debt Write-offs – Cooper moved and Faulkner seconded to approve the bad debt write offs totaling $1,802.31 as presented. Discussion on what is done to collect the bad debts before it gets to the write off list. Koplin and Bailer explained and Koplin said if anyone on the list comes back for service their bad debt must be paid before service is extended. Voice vote: Unanimous. Motion carried.
Janitorial Agreement Renewal for 2017 – Faulkner moved and Zastrow seconded to approve the renewal of the Janitorial Agreement with Nortec Services for the year 2017. Discussion. Voice vote: Unanimous. Motion carried.
Meter Reading Agreement Renewal for 2017 – Faulkner moved and Cooper seconded to approve the renewal of the Meter Reading Agreement with Enterprising People for the year 2017.
Discussion. Voice vote: Unanimous. Motion carried.
Power Creek Avalanche Forecaster Agreement – Faulkner moved and Zastrow seconded to approve the Power Creek Avalanche Forecaster Agreement with Sluff Management LLP as presented. Discussion. Koplin explained the contract and duties of the Forecaster. Voice vote: Unanimous. Motion carried.
Bylaw Committee Recommendations – Zastrow, as Chair of the Bylaw Committee, reviewed the Memo from the Bylaw Committee including the three Bylaws that were reviewed for consideration including Article V, Section 6 – Attendance at Meetings; Article 6, Section 4 – Specific Responsibilities of the Board; and Article IV, Section 7 – Compensation. Zastrow said the recommendation of the Committee is to leave Article V Section 6 and Article 6 Section 4 as is and to put forward a Resolution to the membership to consider reinstatement of the $75 per day stipend as written in Article IV, Section 7. Discussion.
Cooper moved and Zastrow seconded to approve the Bylaw Committee recommendations as presented. Discussion.
Blackadar moved and Pegau seconded to amend the Bylaw Committee recommendations to adjust Article 6 Section 4 to read …The acceptance and review of, and any additions or deletions to the Policy Manual shall be voted upon by the Board…
Voice vote on the amended motion: 5 yea 1 nay. Motion carried.
Discussion. The consensus of the Board is to send the current recommendation regarding Article V, Section 6, and Article IV, Section 7, back to the Bylaw Committee for reconsideration and get a recommendation from counsel on the correct wording for a proposed Bylaw change for Article 6, Section 4 – Specific Responsibilities of the Board, to be voted on by the membership at the 2017 Annual Meeting..
Voice vote on the main motion as amended: Unanimous. Motion carried
2017 Insurance Rates – Faulkner moved and Cooper seconded to approve the purchase of insurance coverage from ARECA and Parker, Smith and Feek for 2017 for a total amount not to exceed $347,605.00. Discussion. Voice vote: Unanimous. Motion carried.
NRECA Annual Meeting, San Diego, CA, February 23-March 1, 2017 – Faulkner moved and Pegau seconded to have two directors attend the 2017 NRECA Annual Meeting in San Diego California. Discussion on what the Annual Meeting entails, who may be attending, benefits to CEC, and training at the meeting for directors that may attend vs training for all directors at CEC.
Voice vote: 2 yea, 4 nay. Motion failed.
2017 Annual Work Plan (2017 Strategic Plan) – Pegau said the Board has reviewed this but a motion has not been made to adopt it.
Faulkner moved and Cooper seconded to adopt the 2017 Strategic Plan & Operating Plan as presented. Discussion. Voice vote: Unanimous. Motion carried.
2017 Budget – Cooper moved and Faulkner seconded to adopt the 2017 Budget as presented. Discussion. Voice vote: Unanimous. Motion carried.
Policy 15G – Records Management Policy – Second Reading – Noted
Policy 35I – Management Wage and Salary Plan – Second Reading – Discussion
Land Lease Agreement Between K&H LLC and Cordova Electric Cooperative – Cooper moved and Faulkner seconded to refer the Land Lease Agreement Between K&H LLC and Cordova Electric Cooperative back to staff until such time everyone is in agreement and it is brought back to the Board. Discussion. It was noted it is unlikely everyone will be in agreement. Cooper withdrew her motion. Board concurred.
Cooper moved and Zastrow seconded to postpone the Land Lease Agreement Between K&H LLC and Cordova Electric Cooperative until the regular January Board meeting. Voice vote: 5 yea, 1 nay. Motion carried.
CEO Travel – Noted
Alaska Power Association Legislative Session, Juneau, Jan. 31-Feb 2, 2017 – Upon question Koplin explained what the Alaska Power Association Legislative Session process is.
Faulkner moved and Cooper seconded to approve travel for two Directors to attend the Alaska Power Association 2017 Legislative Conference in Juneau. Discussion.
Faulkner moved and Cooper seconded to amend the motion to approve travel for four Directors to attend the Alaska Power Association 2017 Legislative Conference in Juneau.
Voice vote on the amendment: 3 yea, 3 nay. Motion failed.
Voice vote on the main motion to approve travel for two Directors to attend the Alaska Power Association 2017 Legislative Conference in Juneau. Unanimous. Motion carried.
Pegau directed Directors to contact Bailer by January 10, 2017 if they will be attending this Conference, adding that the first two directors to contact her and commit to going are the two that will be attending.
November 22, 2016 letter from NRECA/CFC/NRTC/Federated Rural Electric regarding orientation sessions for cooperative staff and directors – Discussion
CoBank letter of November 22, 2016 re: No Barriers Warriors Expedition – Noted
- Policy #38D – Comprehensive PCB Policy
- Policy #39C – Workplace Harassment
- Board Site Visits and Infrastructure Assessment – Discussion
- Christmas Decorating Judging
- CEC Annual Meeting, Monday, March 27 – Mt Eccles
BOARD PENDING EVENTS CALENDAR
Upon question Merritt said the audit is scheduled for the week of February 13. Koplin said the Board is welcome to meet with the auditors with or without staff while they are in Cordova.
SUMMARY OF BOARD DIRECTION TO CEO
- Include the H&K LLC Lease Agreement revisions in the January agenda Summarize what the Board is being asked to approve with this Agreement.
- Include the Resolution for Board Compensation (Bylaws) on the January agenda
- Bring training to Cordova for all Directors
- Get information on the APA Legislative Conference and email to Board (including training)
- For January meeting have a Legislative Priority list for Directors
- Include a Bylaw sample on Board attendance on the January agenda under the Informational Items
Cooper – thank you all for a good meeting and good discussions. Thank you to staff for the reports.
Blackadar – Apologized for making the motion to move the Policies from the Budget presentation meeting to the regular December meeting after learning tonight the reason for having the Policies on the December 14 Special Meeting Agenda.
Zastrow – no comments
Faulkner – Very good meeting. Thank you. Happy Holidays. Little – Thank you, this was a good meeting.
Pegau – Appreciates everyone’s input. Merry Christmas.
It was moved by Cooper and seconded by Faulkner to adjourn at 8:55 p.m.