CORDOVA ELECTRIC COOPERATIVE, INC. REGULAR BOARD MEETING
January 25, 2017
The Regular Meeting of the Board of Directors of Cordova Electric Cooperative, Inc. was called to order at 6: 00 p.m. by Acting Chair Wooden. Members present were Little and Blackadar.
Director’s Pegau, and Zastrow participated via teleconference. Director Faulkner joined via teleconference at 6:10 p.m. Director Cooper 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.
APPROVAL OF AGENDA
It was moved by Little and seconded by Zastrow to approve the agenda as presented.
Roll call vote: 4-Yea votes: Pegau, Little, Wooden, Zatrow. 1-Nay votes: Blackadar. Motion carried.
It was moved by Pegau and seconded by Blackadar to approve the consent agenda that includes the following:
- Minutes of December 21, 2016 Board Meeting
- Related Party Checks
- Raven Good Enterprises – $150.00
- David Little Photography – $150.00
- Approve New Members – 10/01/16 – 1/19/17
- Patronage Capital Estate Retirements
Discussion. Director asked about paying Board members for services and directed Staff to seek advice of Counsel. Roll call vote: Unanimous. Motion carried.
CEO’s Written Report
Budget: The operating report for December each year is generally not completed until February in conjunction with the audit. However, the revenue and cash flow reports reveal a lot about the year completed. Revenue was down nearly 11.5%, but cash flow for the year ended positive, reinforcing the “budget loosely but manage tightly” and “manage the Cooperative, not the budget” management philosophies.
H&K, CTC, and CEC Lease Agreement: I have tentatively arranged a meeting with H&K to read through the lease provisions recommended by CEC counsel with a goal of meeting H&K’s request with minimal legal expense and staff time.
Human Resources: A temporary lineman resigned January 13th, and a new temporary lineman starts on January 23rd.
Crater Lake Update: CEC staff are preparing a federal funding request for Crater Lake construction for submittal the end of this month.
IBEW Contract: All provisions have been implemented and the final document is being formatted for signature by CEC and IBEW International.
OPERATIONS REPORT: See Separate Generation/Operations Report
CEC HQ Building Repair: Staff is requesting contractor quotes for basic maintenance of the efficiency apartment. NVE is conducting engineering assessments of the headquarters building next week.
Communications Plan: CEC staff have prepared a 2017 CEC Communications Plan; included in this packet. The plan will likely change throughout the year, but is a picture of the elements we plan to accomplish this year.
Electric Energy Storage (EES) Project Update: Phase 1 of this project consisted of information and technical specifications procurement/packaging for delivery to the Alaska Center of Energy and Power. On January 12, 2017 we held a teleconference with Marc Mueller-Stoffels of the Alaska Center for Energy and Power (ACEP) to give Cordova Electric a status report of the EES Project as well as to confirm and bring Craig up to speed as the new CEC Project Manager for this project. At this time, all the pertinent CEC load and system data has been delivered to ACEP and Sandia National Labs. Sandia is in the process of building a dynamic model with the data, which will ultimately give CEC a picture of where the optimum geographic location in Cordova should be in order to best utilize this technology. Once this model is complete, ACEP will deliver to CEC a “turn-key” Request for Proposals packet that CEC can distribute to potential contractors for procurement.
Power Creek Instream Flow Report: A teleconference was held on December 2, 2016 with NMFS, ADF&G, USFS, and Mike Prewitt and myself, absent was USFWS. At the end of the phone call ADF&G, and USFS were in agreement that eliminating the 5cfs requirement and going forward with 0 cfs would be acceptable. NMFS would like to see 1cfs at all times.
On 12/27/2016 the Final Accretion Report was sent out to the 4 commenting agencies (NMFS, USFWS, ADF&G, and USFS) as well as Native Village of Eyak, The Eyak Corporation and Chugach Alaska Corporation. This final report documented and compiled the previous 5 years of studying the streamflow conditions at the Power Creek site and addressed questions that the Agencies had brought up regarding the Draft Accretion Report.
Currently we are waiting on official letters of support from a couple of the agencies stating their final position on the matter of 0 cfs release. The amendment application is started and once the letters are received, they will be included in the application package to FERC.
CEO Travel/Report: I have meetings and a presentation scheduled in Anchorage for February 2nd and 3rd with Chugach Corporation and the Institute of the North in pursuit of funding for partnerships including Crater Lake and an Energy Storage System. I have Juneau meetings scheduled for the 9th and 10th of February to advocate for Cordova projects including Crater Lake and Power Cost Equalization funding. I plan to attend the March and May Regular NWPPA meetings, and the Washington, DC NWPPA legislative rally in April. I plan to stay over for the April rally and meet with Federal and NRECA funding sources for Crater Lake and Electric Energy Storage options, and advocate for the 0 cfs in-stream flow requirement for Power Creek with FERC. Most of my business travel generally occurs in spring, and I plan to have an average annual travel and meeting schedule primarily to pursue funding and partners for capital projects and to promote economic development in Cordova to help grow sales of power and encourage business opportunities in the community.
CEO Verbal Report
Koplin had nothing more to add.
GENERATION & OPERATIONS REPORT
Newlun’s report included information regarding snow safety, plant updates, work done on CEC vehicles, building maintenance, distribution projects and engineering department updates.
Board took a break at 6:10 p.m. Meeting reconvened at 6:15 p.m.
Director Faulkner joined the meeting via teleconference. ADMINISTRATIVE REPORTS
Merritt reviewed the following reports:
- Cash Flow Analysis for December
- Revenue Report for December
- Cash Disbursements for December
- Bankcard Services Summary of Charges Statement for 11/17/16 & 12/17/16
- Generation and Sales Statistics
Appointment of Tally/Election Committee – Little moved and Blackadar seconded to recommend approving Lisa Laird, Marleen Moffitt, Diana Rubio, Ruth Steele, and Sue Shellhorn for the 2017 Tally/Election Committee. Roll call vote: Unanimous. Motion carried.
PCS IT Remote Support Services Agreement – Blackadar moved and Little seconded to approve the 2017 PCS IT Services Agreement for a not to exceed amount of $15,000 for January through June 2017 services. Discussion. Roll call vote: Unanimous. Motion carried.
Proposed Bylaw Resolution change to Article IV, Section 7 – Board Compensation – Faulkner moved and Little seconded to present the proposed Resolution pursuant to the Bylaws, Article IV, Section 7, to the membership at the 2017 Annual Meeting. Wooden mentioned Information Item (c) – Board Expenses, has information regarding stipends. Blackadar recommends this Resolution not go to the membership stating the last time this was brought before the membership the membership voted not to authorize a stipend. Blackadar also mentioned he volunteered to be on the Board, as did other Directors, at a time when there was no stipend and knew they would not be compensated. Blackadar stated he ran for the Board to do Community Service and feels if Directors get paid for the position people may volunteer for the Board for the money and not necessarily to help the Community. He feels it’s too soon to put this vote before the membership as it was turned down in 2012. Discussion. Roll call vote: 5-Yea votes: Pegau, Faulkner, Wooden, Little, Zastrow. 1- Nay vote: Blackadar. Motion carried.
Moss-Adams LLP Audit Engagement Letter & Professional Services Agreement – Faulkner moved and Pegau seconded to approve the Audit and Nonattest Services Agreement with Moss- Adams LLP as presented. Fees for audit preparation and Form 990 are estimated to be $19,000 plus out of pocket expenses at cost. The engagement may be extended for a three year period at an increase not to exceed 3% per year. Roll call vote: Unanimous. Motion carried.
Policy 15G – Records Management Policy – Final Reading – Pegau moved and Faullkner seconded to approve Policy 15G – Records Management Policy, as written. Roll call vote: Unanimous. Motion carried.
Policy 35I – Management Wage and Salary Plan – Final Reading – Pegau moved and Faulkner seconded to approve Policy 35I – Management Wage and Salary Plan, as written. Roll call vote: Unanimous. Motion carried.
Land Lease Agreement Between K&H LLC and Cordova Electric Cooperative – Koplin said he put this in his CEO Report, that it is a workable situation, and that CEC has access if needed.
Question on when revisions on the Agreement by Council would be available for the Board to review. Koplin said he could get this to the Board this week. Pegau moved and Faulkner seconded to refer the Land Lease Agreement Between K&H LLC and Cordova Electric back to staff. Roll call vote: Unanimous. Motion carried.
CEO Travel – Noted
Legislative Priority List – Alaska Power Association and City of Cordova – Noted
Board Expenses – Noted earlier in meeting during New Business (c) Proposed Bylaw Resolution Change to Article IV, Section 7 – Board Compensation.
2017 Communication Plan – Noted
CEO Evaluation Forms – Complete and return to the Chair by February 16, 2017 – Chairman Pegau would like Directors to complete the CEO Evaluation Form and return the Form to him by February 16 to give him time to compile the results for the February Board Meeting.
Net Metering Tariff Research – Upon question Koplin said these are some recommendations for Net Metering. Discussion
- Policy #40C – Functions of the Nominating Committee
- Policy #41C – Local Hiring and Local Purchases
- Board Site Visits and Infrastructure Assessment
- CEC Annual Meeting, Monday, March 27 – Mt Eccles
- Director Training in 2017
- Board Self-Evaluation and Development 2017 – Performance Elements
BOARD PENDING EVENTS CALENDAR
SUMMARY OF BOARD DIRECTION TO CEO
- Check legal implications of Board members providing services or products for fee to CEC.
- Record in minutes how Directors voted on the Board Resolution action item
- Distribute a copy of the draft Lease Agreement Between K&H LLC and CEC
- Distribute the draft EES report (Cordova Energy Storage Project report)
- Draft a Net Metering Policy BOARD COMMENTS
Pegau thanked Wooden for Chairing the meeting and thanked the Board for participating in the meeting.
Zastrow had no comments
Faulkner thanked Board and Staff and thanked Wooden for Chairing the meeting. Little thanked everyone for their comments.
Blackadar thanked staff. Wooden thanked staff.
Wooden moved and Little seconded to adjourn at 7:10 p.m.