Lane Electric - A Touchstone Energy Cooperative

02-22-16

Minutes of the Board of Directors’ Regular Meeting

February 22, 2016

 

The Lane Electric Cooperative, Inc. (LEC) Board of Directors convened its regular board meeting on February 22, 2016 at the LEC corporate office at 787 Bailey Hill Road in Eugene, Oregon.

 

Call to Order

President Christopher B. Seubert called to order the LEC Board regular monthly meeting around 9:00 am with a quorum present. Directors present were: Vice-President J. Ingrid Kessler, Secretary Hugh Buermann, Treasurer Jack Billings and directors Susan Knudsen Obermeyer, Kathy Keable, and Jerry Shorey.

 

Also present at different times in the meeting were: Charles N. Fadeley, LEC attorney (arrived at 9:00 AM); Matt Michel, General Manager; Dave D’Avanzo, Manager of Member & Regional Affairs; Tony Toncray, Manager of Engineering & Operations; Debi Wilson, Manager of Office & Staff Services; Cynthia Scoble, Controller, Bud Dyer, ROW Coordinator, and Bill Edwards, CFC.

 

Executive Secretary Brenda Everts acted as recording secretary.

 

Member Input

None.

 

Approval of Agenda

President Seubert asked if there were additions or amendments to the agenda. President Seubert declared the agenda approved as amended.

 

Approval of Minutes

President Seubert asked if there were additions or corrections to the January 25, 2016 board meeting minutes.  President Seubert declared the January 25, 2016 minutes approved as amended with the addition of wording regarding instituting a five year plan to remove all transformers containing PCB’s from LEC’s electrical system in an effort to demonstrate environmental responsibility.

 

Safety Program Report

Engineering & Operations Manager Tony Toncray reported on the January inside Office and outside Construction and Maintenance safety meetings, and the Employee Safety Performance graphs through January. He provided the topics scheduled for the March inside safety meeting. Directors Keable and Kessler reported on the safety meeting they attended.  Director Susan Knudsen Obermeyer will attend next month’s Office Safety meeting. Director Jack Billings will attend the next month’s Construction & Maintenance Safety meeting.

 

Cost of Service Analysis

Bill Edwards of Cooperative Finance Corporation (CFC) gave a presentation of a Cost of Service Analysis.

 

Executive Session

The directors along with General Manager Michel, and Attorney Fadeley entered into executive session.

 

Financial Report

Controller Cynthia Scoble reported on LEC’s financial condition for the period ending January 2016. Discussion occurred.

 

Amend 401(k) Plans

General Manager Michel recommended amending the 401(k) retirement plan.  Discussion occurred. Upon a motion made and seconded, the Board adopted Resolution 1-16, a resolution authorizing the amendment of Lane Electric’s 401(k) Plans to decrease the employer 401(k) matching contribution for RS participants from 4% to 2%; for non-RS participants the employer matching contribution would increase from 10% to 12%; and change the waiting period for 401(k) plan participation for new hires from 1 year to 3 months.

 

Cyber Security

Debi Wilson, Office & Staff Services Manager advised the Board on the due diligence and selection of a cyber security insurance carrier and outlined the coverage terms.

 

Getting the most out of your Auditor

Manager Wilson reported on ways to get the most of the Cooperative’s auditor in preparation of next month’s audit report.  She also explained “internal controls” and gave some common examples. The Board reviewed the process for selecting the auditor for next year.

 

Capital Credits 101

Debi Wilson gave an overview of capital credits and how Lane Electric handles retirement of those credits.

 

Policy Review

General Manager Michel presented two policies for review:

 

Policy 206 (Employee Medical Examinations)

Policy 311 (Net Metering Services)

 

President Seubert convened a member hearing on Policy 311. After allowing opportunity for member input/comment on proposed disconnection provisions, President Seubert closed the hearing.

 

Upon motion made and seconded, the Board affirmed Policy 206 (Employee Medical Examinations) as presented in the board packet.

 

Upon motion made and seconded, the Board adopted Policy 311 (Net Metering Services) as presented in the board packet.

 

Reports

Member Appointments Committee: With Directors Billings and Buermann absent, Co-Chairs Keable and Seubert convened the Member Appointments Committee to discuss members of the Election & Credentials Committee. Discussion occurred. The Committee’s meeting was adjourned. Directors Billings and Buermann returned for the regular board meeting.

 

Annual Meeting: Annual Meeting Chair Kessler presented information about opportunities for director involvement in the annual meeting. Discussion occurred.

 

Bylaws:  Committee Chair Keable presented a potential bylaw amendment to allow electronic voting. Discussion occurred.

 

Facilities: Director Shorey reported on the warehouse project to date.

 

Director Reports: Directors offered comments on their recent activities.

 

ORECA: President Seubert reported on ORECA matters.

 

General Manager: General Manager Michel shared thank-you notes received, reported on legislative matters pending for the February legislative short session and reported on: PNGC matters, NISC capital credit patronage, NCSC elections, Policy 401 expenditures, pre-pay, the community solar garden, net metering, completion of a 10-year PUC Plan of Correction obligation, community engagement in Blue River, and upcoming events.

 

Right of Way Program Update

Following discussion, it was decided due to the length of the meeting to move this item to next month.

 

Appointment of Cooperative Response Center (CRC) Voting Delegate

President Seubert called for action on a CRC voting delegate.  Upon motion made and seconded the Board appointed Director Buermann as Lane Electric’s 2016 voting delegate and Director Billings as alternate for Cooperative Response Center (CRC).

Agenda Items for March 28

President Seubert reviewed next month’s agenda items.

 

Action Review:

Approval of the agenda, approval of the minutes as amended, amended the 401(k) plan, adopted Policy 206 (Employee Medical Examinations) as amended, and adopted Policy 311 (Net Metering Services) as amended, for the Annual Meeting: directors will serve food and deliver prizes if they chose, directors will sit at the front table for the official meeting, as part of the district meeting agenda Director Keable will talk about disaster preparedness and Director Knudsen Obermeyer will address the MAP program, directors may moderate the district meeting in their district, and the membership’s interest in electronic balloting will be gauged, appointed CRC Delegate and alternate. The Board requested that staff arrange a workshop regarding the NRECA resolutions process.

 

Adjournment

Being no further business to come before the Board, President Seubert adjourned the meeting at approximately 3:45 p.m.