Lane Electric - A Touchstone Energy Cooperative

06-27-16

Minutes of the Board of Directors’ Regular Meeting

June 27, 2016

 

The Lane Electric Cooperative, Inc. (LEC) Board of Directors convened its regular board meeting on

June 27, 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 Susan Knudsen Obermeyer and directors Jack Billings, 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; Debi Wilson, Manager of Office & Staff Services; Cynthia Scoble, Controller; and Sue Diciple of the Sue Diciple Group.

 

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 presented.

 

Approval of Minutes

President Seubert asked if there were additions or corrections to the May 23, 2016 board meeting minutes.  President Seubert declared the May 23, 2016 minutes approved as presented. President Seubert asked if there were additions or corrections to the May 23, 2016 Post-Annual Organizational Director minutes. President Seubert declared the May 23, 2016 Post-Annual Organizational Director minutes approved as presented.

 

Safety Program Report

General Manager Michel reported on the June inside Office safety meeting and the outside Construction and Maintenance safety meeting.  He also reported on the Employee Safety Performance graphs through May. He provided the topics scheduled for both the July inside and outside safety meetings. Director Shorey will attend next month’s Office Safety meeting. Director Buermann will attend the next month’s Construction & Maintenance Safety meeting.

 

Financial Report

Controller Cynthia Scoble along with Debi Wilson, Manager of Office & Staff Services reported on LEC’s financial condition for the period ending May 2016. Discussion occurred.

 

Audit Services Interview Questions

Manager Wilson on behalf of Audit Committee Chair Knudsen Obermeyer, prepared a set of interview questions to ask the various audit firms during interviews. She also asked for input on any additional questions that they would like to see included on the list. The Board set a July 11th conference call to review audit firm proposals and Manager Wilson’s summary, provide in advance, of the proposals with discussion to occur on the proposals. Meanwhile, Chair Knudsen Obermeyer will determine available dates for audit firm interviews.

 

 

 

Strategic Planning Presentation

Sue Diciple Group representative, Sue Diciple, gave her perspective on, and proposal for, strategic planning facilitation services.  The board discussed her presentation following her departure and directed staff to proceed with securing the Sue Diciple Group to facilitate the next strategic planning session.

 

Executive Session

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

The board returned to regular session.

 

Policy Review

General Manager Michel presented three policies for review with no proposed changes from staff:

 

Policy 101 (Election of Officers)

Policy 108 (Director’s Fees & Expenses)

Policy 208 (Employee Expense Reimbursement)

 

Motion made and seconded to adopt Policy 101 as presented in the board packet.  The motion was withdrawn following discussion. The Board directed Attorney Fadeley to bring Policy 101 with revisions back to the Board at the July 2016 regular board meeting.

 

Upon motion made and seconded, the Board adopted Policy 108 (Director’s Fees & Expenses)

as presented in the board packet.

 

Upon motion made and seconded, the Board adopted Policy 208 (Employee Expense Reimbursement)

as presented in the board packet.

 

NRECA Proposed Resolutions Update: General Manager Michel along with President Seubert and Vice-President Kessler reported on the June 10th NRECA Resolutions Committee meeting when Lane Electric’s two proposed resolutions were considered. The Committee decide to not pass the proposals on the NRECA membership, and directed NRECA staff to work with Lane Electric on revising the policy background of an existing training and education resolution to reflect Lane Electric’s intent. A committee Member offered to work with Lane Electric to refine the proposed stranded assets resolution for submittal to NRECA at the regional meeting. The Board formed a committee to work on the stranded assets resolution: President Seubert, Vice-President Kessler, Director Billings, and General Manager Michel.

 

Reports

Committee Appointments: President Seubert presented chairperson assignments for board committees. Discussion occurred. The Conservation Committee chairperson role will be unfilled at this time.  

 

Director Reports: Directors offered comments on their recent activities.

 

ORECA: President Seubert reported on ORECA matters.

 

General Manager: General Manager Michel reported on: Developing legislative matters including a potential challenge to the pre-pay program; the Board reached consensus that Lane Electric has no official comment on IP28; PNGC matters, PPC and BPA matters; Policy 401 expenses; community solar garden; prepay; net metering; post Board peer-to-peer evaluation outputs; and other timely updates.

 

Warehouse Expansion Project:

Debi Wilson gave board members a guided tour of the newly constructed facility expansion.

Co-op Director Fiduciary Duties:

Chuck Fadeley gave the yearly explanation of fiduciary responsibilities of board members.

Appointment:

Upon motion made and properly seconded it was moved to appoint Director Knudsen Obermeyer with General Manager Matt Michel as alternate, to be Lane Electric’s NRECA Region IX Meeting voting delegate for calendar year 2016.

 

ACRE Delegate: Upon motion made and properly seconded it was moved to appoint Vice President Kessler to be Lane Electric’s ACRE Delegate for calendar year 2016.

Donation Requests:

President Seubert presented one donation for consideration:

 

  • Lane Pomona Grange No.14

 

The Board approved a donation in the amount of $125.00 to the Lane Pomona Grange No.14.

 

Agenda Topics for July 25th

President Seubert reviewed next month’s agenda items. Policy 101 was added as was an executive session discussion on performance evaluation of the general manager.

 

Travel Check-In: Brenda Everts gave a travel update and asked for names of those who plan on attending NRECA’s Region IX meeting in Reno Nevada in October.

 

Action Review

Approval of the agenda as amended, approval of the regular board meeting and Post-Annual Organizational Director meeting minutes, set a conference call date to review audit services RFP responses and future dates for interviews, selected Sue Diciple Group for strategic planning facilitation services, postponed Policy 101 review to the July regular board meeting, adopted Policy 108 as presented, adopted Policy 208 as presented, directed staff to work with NRECA on revising the policy background of an NRECA training and education resolution, formed a committee to work with an NRECA Resolutions Committee member to revise a stranded assets proposed resolution, set committee chair appointments, established no official position on IP28, directed staff to provide a Board peer-to-peer evaluation results punch list, appointed Treasurer Knudsen Obermeyer as delegate and General Manager Michel as alternate for NRECA Region IX for calendar year 2016, appointed Vice President Kessler as ACRE delegate for calendar year 2016, and donated $125 to Lane Pomona Grange.

 

Adjournment

Being no further business to come before the Board, President Seubert adjourned the meeting at approximately 3:30 pm.