Cordova Electric Cooperative

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Cordova Electric Cooperative

March 2020

CORDOVA ELECTRIC COOPERATIVE, INC. BOARD METING

March 25, 2020

The Special Meeting of the Board of Directors of Cordova Electric Cooperative, Inc. was called to order at 6:00 p.m. by Chairman Pegau. Members present were Phillips and Ranney. Director’s Cook, Faulkner, Cooper participated via teleconference. CEO Koplin was also present. Manager of Administration and Finance Merritt, Manager of Production and Distribution Newlun, Executive Assistant/HR Bailer (Recorder), and Project and Technology Manager Kuntz participated via teleconference.

MEMBERSHIP PARTICIPATION

Rob Campbell and Robert Beedle participated via teleconference and had no comments at this time.

APPROVAL OF AGENDA

Phillips moved and Ranney seconded to approve the Agenda as presented. Roll call vote: Unanimous. Motion carried.

CONSENT AGENDA

Phillips moved and Ranney seconded to approve the consent agenda that includes the following:

  • a) Minutes of February 26, 2020 Board Meeting
  • b) Minutes of Special Meeting of March 17, 2020

Roll call vote: Unanimous. Motion carried.

MANAGEMENT REPORTS

CEO REPORT

CEO Written Report

Electrify Alaska Conference: Has been postponed, we hope to host it in late fall.

Humpback Creek Penstock Rehabilitation: We have cancelled this project for 2020.

Power Creek Dam Replacement: Is postponed, we plan to reschedule it for later in 2020.

BESS Update: We are working through a technical issue with ABB and SAFT and our national labs partners, a low frequency oscillation that poses no risk to CEC or, apparently, the battery life.

Orca Boiler Update: Work is still in progress depending upon how much can be done remotely.

RADIANCE Project Update: The Advanced Metering Infrastructure (AMI) is the main project work right now but has been somewhat delayed due to COVID-19 impacts on all parties.

Solar Panel Installation and Assessment Update. The Arctic Engineering site visit for solar assessment was very productive, and the draft report was issued yesterday and is now under review.

CEO Travel: None until further notice.

CEO Evaluation

I read through the 360-degree evaluation and am very appreciative for the Board requiring it. It gave me insights that I am not sure I would have gotten any other way, and clarity on where the strengths and areas for growth lie.

Interest Rate Fix: This was mentioned in the special board meeting and is a big win for CEC.

Dam Safety Inspection Report from FERC: We got, in my memory, the first “satisfactory” inspection at both project sites, which means not one single item identified as deficient or needing immediate attention (though maintenance in progress is noted and expected). This is a great job by Scott Newlun and the Power Production staff, we set a new bar.

Purchase Order 2240: to Potelcom Supply for $92,000 is for wire and conduit for the reimbursable Fleming Spit Culvert job which is still scheduled for this summer.

Presentation regarding electric heat is postponed. I will be getting some numbers back later this month or early April on the suitability for Cordova based on our rates and fuel costs.

Fuel Oil Prices may be dropping with collapsing crude oil prices. I will discuss this with Shoreside Petroleum and assess a pre-purchase as a hedge.

CEO Verbal Report

Koplin said as Mayor of Cordova the Cordova Emergency Command is taking a fair amount of his time.

Koplin mentioned he emailed the Board CEC’s Safety Measures regarding the COVID-19 pandemic along with the 360 CEO Evaluation.

Discussion on the outstanding Purchase Orders for the Battery Storage System and work in progress.

Administrative Reports

  • Koplin reviewed the following reports:
  • Financial Report for 2/29/2020
  • Revenue Report for February
  • Cash Flow Report for February
  • Cash Disbursements for February
  • Purchase Order Report
  • Generation & Sales Statistics

NEW BUSINESS

Certification of Election Results – Pegau said the Tally Committee tallied the Annual Meeting ballots.

Cooper moved and Ranney seconded to certify the election results as follows:

Candidates:

  • Joe Cook 150
  • Rob Campbell 148
  • Robert Beedle 107
  • Patience Faulkner 105
  • M. Robe Gilmour 84
  • Sarah Kathrein 72

Bylaws:

  • Proposition 1 198 Yes 6 No
  • Proposition 2 183 Yes 17 No
  • Proposition 3 187 Yes 12 No
  • Proposition 4 186 Yes 13 No

Roll call vote: Unanimous. Motion carried.

Pegau welcomed Campbell and Beedle to the Board and welcomed Cook back to the Board. Pegau thanked Faulkner for her time as a Director. Campbell and Beedle joined the meeting as Director’s and Faulkner signed out of the meeting.

Election of Officers – Pegau opened nominations for Board Chair and said any member may nominate another Board member for office. Phillips nominated Pegau, who said he is willing to serve as Chair. Pegau asked if there were additional nominations. There were none. With only one candidate being nominated Pegau declared the nominee elected by acclamation.

Pegau opened nominations for Vice Chair. Cooper nominated Cook for Vice Chair. Cook said he was willing to run for this position. There were no further nominations, therefore, Pegau declared the nominee elected by acclamation.

Pegau opened nominations for Secretary/Treasurer. Phillips nominated Cooper for Secretary/Treasurer. Cooper said she is willing to run for this position. There were no further nominations, therefore, Pegau declared the nominee elected by acclamation.

Purchase Order #2240 to Potelcom Supply Inc. for $92,000 – Phillips moved and Ranney seconded to approve Purchase Order #2240 to Potelcom Supply Inc. for a not to exceed amount of $92,000. Koplin said this Purchase Order is for materials for the Fleming Spit culvert project and that CEC has a Contract with the State of Alaska for this project. Discussion. Roll call vote: Unanimous. Motion carries.

Board Training – Pegau proposes having training during a Board meeting and not a special meeting. Pegau asked what training the Board would like to have and a discussion ensued on the various topics. Beedle asked about training on financials. Koplin mentioned CEC staff will be conducting a Board Orientation with new Directors with Merritt explaining the financials and Koplin explaining operational and administrative items. The Board choose the topics of Board Member Liabilities and Role of Cooperative Counsel for the May Board meeting if Counsel can fit it in his schedule for this date/time.

Member Disconnects – Koplin mentioned HB 310, which refers to electric member disconnects, and said the Alaska Power Association is working with the Legislature on the wording for this Bill.

Ranney moved and Phillips seconded to temporarily suspend member disconnects, late fees, and door hanger fees from April 1, 2020 through June 1, 2020. Discussion. Phillips said this may be mandated and that it would be better if CEC is in front of it versus being told to mandate it. Board concurred this does not keep members from paying their bills and that it is for the bills for March, April and May. Koplin asked if the Board would be specifying which rate classes this refers to. Merritt said HB310 is for residential customers. Phillips said there’s no stipulation, that it includes all rate classes. Pegau asked if anyone wanted to amend the motion. Board said they are fine with the motion as is and that they may need to address it again at the next meeting. Roll call vote: Unanimous. Motion carried.

UNFINISHED BUSINESS

CEO Evaluation – Pegau said this would be discussed later in Executive Session.

Policy 50C – Request for Cooperative Information – Pegau moved and Phillips seconded to adopt Policy 50C – Request for Cooperative Information as presented with a revision to move Section C to follow Section G. Roll call vote: Unanimous. Motion carries. Beedle asked about the costs mentioned in Section H and if the information can be sent electronically. Koplin said it depends on what the request is for. Merritt mentioned the cost can be tied to the charge out rate. Discussion.

Pegau moved and Cooper seconded to amend the motion to adopt Policy 50C – Request for Cooperative Information as presented with a revision to move Section C to follow Section G and have the costs for requests be tied to the charge out rate. Roll call on the amendment: Unanimous. Motion carries. Roll call vote on the main motion: Unanimous. Motion carries.

INFORMATION ITEMS

CEO Travel – noted

Board attendance at regular meetings – Cooper asked if the attendance form can be reset as of March 2020 since this is when the Bylaw went into effect. Pegau said yes.

OTHER ITEMS

Policy Review:

  • Policy #52B – Secondary Employment – noted
  • Policy #53A – CDL Mandatory Drug Testing Policy – Discussion on various sections of this Policy and it being for employees having a CDL. Bailer mentioned Policy 56 – Drug and Alcohol Testing, applies to all employees. Discussion on the two Policy’s being joined into one. Board directed staff to review Policy 53A to make it current and try to combine it with Policy 56.

EXECUTIVE SESSION

Phillips moved and Ranney seconded to go into executive session at 7:00 p.m. to discuss the CEO evaluation, which could tend to prejudice the reputation and character of Clay Koplin. Pegau asked Koplin if he would like this agenda item to be public or closed. Koplin said closed and excused staff. Roll call vote: Unanimous. Motion carried

The Board came out of executive session at 7:28 p.m. where they discussed the CEO evaluation. No action was taken.

PENDING AGENDA

  • Review Board Evaluation Quarterly (January/April/July/October)
  • CEC Annual Meeting – Monday, March 23, 2020 – cancelled. Elections will take place as scheduled.
  • Audit Presentation – Schedule for April Board meeting.

BOARD PENDING EVENTS CALENDAR

Noted

SUMMARY OF BOARD DIRECTION TO CEO

  • Contact Counsel regarding Board training.
  • Advertise Board decision on disconnects
  • Reset Board Attendance form to start with March 2020
  • Have attorney review Policy 53A – CDL Mandatory Drug Testing Policy, and if possible, combine with Policy 56B – Drug and Alcohol Testing
  • Schedule audit presentation for April meeting
  • Prepare to present cash flow options to the Board at April meeting
  • Schedule Orientation for new Board members
  • Use GoToMeeting for next Board meeting
  • Schedule NRECA briefing of CEO 360 with Board at April meeting

BOARD COMMENTS

Ranney – Thanked Faulkner for her work on the Board and welcomed the new Directors. Said the amount of votes Cook received says something about his character and shows membership confidence in him.

Cook thanked Faulkner saying he and Faulkner spent a lot of years on the Board together. Cook welcomed Campbell and Beedle to the Board.

Cooper also thanked Faulkner for her years of service on the Board and said Faulkner and Cook helped her when she was elected to the Board. Cooper is excited to see interest in the Board and welcomed the new Directors.

Beedle appreciates Faulkner’s time on the Board. He is looking forward to serving on the Board.

Campbell said he is happy to be here, has a lot to learn, and is looking forward to getting started.

Phillips welcomed Campbell and Beedle to the Board saying he is looking forward to working with them. Phillips appreciates Faulkner greatly and mentioned she really helped him when he first got on the Board. Great meeting – stay healthy!

Pegau echoed the thanks given to Faulkner for her service on the Board and said he appreciates the new perspectives the Board will get with Campbell and Beedle. He appreciates Staff and welcomed the information regarding disconnects, fees, and what CEC can do for the membership while staying afloat.

Phillips moved to adjourn at 7:42 p.m. seconded by Ranney.

Date Approved Secretary/Treasurer

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