Lane Electric - A Touchstone Energy Cooperative

1-23-17

Minutes of the Board of Directors’ Regular Meeting

January 23, 2017

 

The Lane Electric Cooperative, Inc. (LEC) Board of Directors convened its regular board meeting on January 23, 2017 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); General Manager, Matt Michel; Tony Toncray, Manager of Engineering & Operations; Dave D’Avanzo, Manager of Member & Regional Affairs; Debi Wilson, Manager of Office & Staff Services; Cynthia Scoble, Controller; Bud Dyer, Right of Way Coordinator; Andy Cave, IT Coordinator; Rick Engstrom, Engineering Supervisor; Julie Stephens, Credit Supervisor; Robin Castle, Data Management Coordinator; and John Murray, Energy Services Representative

 

Communications/Executive Assistant Brenda Everts acted as recording secretary.

 

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 December 19, 2016 board meeting minutes.  President Seubert declared the December 19, 2016 board meeting minutes approved as presented. 

 

Pre-Christmas Ice Storm Overview

General Manager Michel gave a presentation of the restoration process and overview of the Pre-Christmas Ice Storm.

 

Member Input

Member Catherine Swanek addressed the Board with her concerns regarding the ice storm. The Board directed General manager Michel to respond to Ms. Swanek’s questions in writing.

 

Safety Report

Manager Toncray reported there were no safety meetings held in the month of December due to the Ice Storm. The Board commended everyone on the excellent safety record throughout the storm response. He also discussed the new 3-year Safety Improvement Plan. Director Buermann will attend next month’s Office Safety meeting. Director Kessler will attend the next month’s Construction & Maintenance Safety meeting.

 

Executive Session

The directors along with General Manager Michel and Attorney Fadeley entered into executive session. The Board came out of executive session. Upon motion made and seconded, the Board adopted a 2.0% general wage adjustment for non-represented employees listed in Exhibit 1 of Policy 203, effective January 1, 2017.

 

Financial Report

Cynthia Scoble reported on LEC’s financial condition for the period ending December 2016. Discussion occurred and included ice storm expenses, estimated FEMA reimbursement levels, and the budget impact. Manager Wilson noted that two trucks in the 2016 capital budget will be carried over into 2017 due to the storm delaying delivery.

 

Ratify 2017 Capital Budget Amendment

Manager Toncray presented a staff recommendation to amend the 2017 Capital Budget to include a radio system battery backup project that the recent outage revealed. Upon motion made and seconded, it was moved to amend the 2017 Capital Budget to add line item “3(C) Radio System Upgrade” with a budgeted amount of $15,000.

 

IRS Form 990 Questionnaire for 2016

Cynthia Scoble confirmed receiving directors’ annual IRS Form 990 questionnaire for the year 2016.

 

Policy Review

General Manager Michel presented two policies for review this month.

 

  • Policy 103 (Audit Committee)
  • Policy 106 (General Manager Emergency Succession) Exhibits & Designee only

 

Upon motion made and seconded, the Board adopted Policy 103 (Audit Committee) as presented in the board packet.

 

Upon motion made and seconded, the Board adopted Policy 106 Exhibits (General Manager Emergency Succession) as presented in the board packet. 

 

General Manager Michel presented the resolution process for the upcoming NRECA Annual Meeting where the Stranded Assets resolution will be considered. Discussion occurred.

 

2016 Construction Activities Review

Manager Toncray presented an overview of 2016 Capital Budget construction projects and costs. Discussion occurred.

 

Reports

Member Committee: Dave D’Avanzo, Member & Regional Affairs Manager, presented the timeline for Member Committee appointments. The Member Appointment Committee chaired by Hugh Buermann requested Staff make the request to retain volunteer members to serve on the Nominating Committee. The Board also established district meeting dates: 4/27, 5/4, 5/11, 5/16, 5/18. General Manager Michel presented a draft “Life of a Director” document for Board review. Discussion occurred. Directors to offer personal perspectives on duties and time requirements by email.

 

Bylaws Committee:  Bylaws Committee Chair Kessler reported it is time to activate the Bylaws Committee in order to consider any possible bylaw amendments to be considered and voted on by co-op members at the annual meeting. Attorney Fadeley will prepare suggested amendments if any, and forward them to the Committee and General Manager Michel.

 

Director Reports: Directors offered comments on their recent activities. Vice-President Kessler shared that she has been appointed to the NRECA Task Force on Governance & Ethics.

 

ORECA: President Seubert reported that the ORECA mid-year meeting will be held in Hood River, ORECA sponsored director training will occur in September, and ORECA Legislative Days will be March 14 & 15. He then asked General Manager Michel to report on the recent ORECA Government Affairs Committee meeting and discuss a recent Oregon court decision on franchise fees. General Manager Michel reported on the following Oregon Legislature bills and policy discussions: cap-and-trade, Oregon’s fish spill regime, franchise fees, county right of way fee, co-op director fiduciary duties, and ODOE restructuring. Discussion occurred.

 

Manager’s Report: General Manager Michel reported on: PNGC matters including recent surveys to be presented at the February board meeting and a blended wholesale rate analysis that General Manager Michel will ask PNGC CEO Looney to come discuss in detail at a board meeting; PPC matters; Policy 401 expenditures; pre-pay; LRAPA appreciation for assisting Oakridge with their air quality; NWPPA matters; economic development discussion with local officials; and upcoming events.

 

Bylaws Review

Attorney Fadeley gave the fourth of a four-part training series on Lane Electric’s Bylaws.

 

Staff Report

Rick Engstrom, Engineering Supervisor, gave a presentation on electricity demand.  Discussion occurred.

Donations

President Seubert presented the following donation for consideration:

 

  • C.R.E.

 

Motion made and seconded to contribute to the Oregon Action Committee for Rural Electrification (ACRE) in the amount of $3,000 plus the commensurate taxes on the contribution.

 

Agenda Topics for February 21

President Seubert reviewed next month’s agenda items.

Travel Check-In: Brenda Everts gave a travel and training update.

 

Action Review

General Manager Michel reviewed Board actions: approval of amended agenda, approval of minutes, directed General Manager Michel to respond in writing to Member Swanek’s written questions; Secretary Buermann to attend the Inside safety meeting, Vice-President Kessler to attend the Outside safety meeting; adoption of a 2.0% cost of living adjustment for non-represented employees as listed in Policy 203 Exhibit 1; adoption of a 2017 Capital Budget amendment of $15,000 for radio system improvements; established district meeting dates; adoption of Policy 103 (Audit Committee) as amended; adoption of Policy 106 Exhibits and Designee only (General Manager Emergency Succession) as amended and with a safe combination change; directed Staff to manage and staff member committees; directed GM Michel to schedule PNGC CEO Looney and NWPPA Executive Director Decker for a future board meeting, and ORECA’s Ted Case for February; donated $3,000 and commensurate taxes to A.C.R.E.

 

Adjournment

Being no further business to come before the Board, President Seubert adjourned the meeting at approximately 4:00pm.