Lane Electric - A Touchstone Energy Cooperative

01-25-16

Minutes of the Board of Directors’ Regular Meeting
January 25, 2016

The Lane Electric Cooperative, Inc. (LEC) Board of Directors convened its regular board meeting on January 25, 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, Treasurer Jack Billings, Secretary Hugh Buermann, 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 9:05 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, Roger Kuhlman, ORECA, and Dan Kessler, 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 presented.

Approval of Minutes
President Seubert asked if there were additions or corrections to the December 21, 2015 board meeting minutes. President Seubert declared the December 21, 2015 minutes approved as presented.

Safety Program Report
Engineering & Operations Manager Tony Toncray reported on the December inside Office and outside Construction and Maintenance safety meetings, and the Employee Safety Performance graphs through December. He also reported on instituting a five year plan to remove all transformers containing PCB’s from LEC’s electrical system in an effort to demonstrate environmental responsibility. He provided the topics scheduled for the February inside safety meeting. Director Knudsen Obermeyer reported on the safety meeting she attended. Director Keable will attend next month’s Inside safety meeting. Vice President Kessler will attend the next month’s Construction & Maintenance Safety meeting.

Manager Toncray provided an annual safety report. The Board commended all employees on Lane Electric’s safety performance.

Roger Kuhlman, ORECA’s safety consultant presented Lane Electric with the Rural Electric Safety Achievement Program (RESAP) Safety Certificate from NRECA.

Executive Session
The directors along with General Manager Michel, Debi Wilson, Manager of Office & Staff Services, and Attorney Fadeley entered into executive session.

Financial Report
Controller Cynthia Scoble reported on LEC’s financial condition for the period ending December 2015. Discussion occurred.

General Manager Michel explained the need for an increase in the 2015 vehicle capital budget of $14,400. Discussion followed. Upon motion made and seconded the Board amended the 2015 capital budget for Vehicles to $444,600 which is an increase of $14,400.

Policy Review
General Manager Michel presented three policies for review:

Policy 103 (Audit Committee)
Policy 106 (General Manager Succession Plan)
Policy 211 (Employee Holiday & Leave Privileges)

Upon motion made and seconded, the Board affirmed Policy 103 (Audit Committee) as presented in the board packet.
Upon motion made and seconded, the Board adopted Policy 106 (General Manager Succession Plan) and attachments as presented in the board packet.
Upon motion made and seconded, the Board adopted Policy 211 (Employee Holiday & Leave Privileges) as presented in the board packet.

Reports
Annual Meeting: Annual Meeting Chair Kessler asked for guidance on any bylaws changes affecting the annual meeting. Discussion occurred. The Board asked Bylaws Committee Chair to bring forward draft bylaws language to allow annual meeting electronic voting.

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

Committees Report: Upon motion made and seconded the Member Appointments Committee approved nominees all three nominating committee members as presented. Directors Billings and Buermann stepped out of the room during the discussion and vote. The Board directed General Manager Michel to address the Nominating Committee on their responsibilities.

Bylaws: Committee Chair Keable asked for possible ideas for bylaw amendments to be voted on by the membership.

Director Reports: Directors offered comments on their recent activities.

ORECA: President Seubert reported on ORECA matters.

Government Affairs: General Manager Michel reported on legislative matters pending for the February legislative short session.

General Manager: General Manager Michel shared thank-you notes received and reported on: PNGC matters, Policy 401 expenditures, pre-pay, PPC matters, the community solar garden, recent efficiency efforts by staff, community engagement in Oakridge and Blue River, cyber security testing, new member information, and upcoming events. He also reported on instituting a five year plan to remove all transformers containing PCB’s from LEC’s electrical system in an effort to demonstrate environmental responsibility.

2015 Construction Projects Review
Tony Toncray reviewed the infrastructure projects that the Board funded in 2015. Tony gave a landscape-level overview of where the crews worked, what they worked on, and the projects’ costs.

Audit Committee Duties
Dan Kessler, CFC Regional Vice President provided training on the fiduciary duties of a co-op’s audit committee. He explained at Lane Electric, the Board serves as the audit committee with the board treasurer as chairman of the committee.
Appointment of Touchstone Voting Delegate
General Manager Matt Michel explained that Touchstone Energy’s online ballot needs to be cast by Tuesday, January 26. Upon motion made and seconded the Board appointed Matt Michel as Lane Electric’s 2016 voting delegate for Touchstone Energy.
Donation Requests
Upon motion made and seconded, the Board moved to contribute to the Oregon Action Committee for Rural Electrification (ACRE) in the amount of $3,000 and the Cooperative pay the taxes on the contribution.

Upon motion made and seconded, the Board approved a donation in the amount of $400 to the Northwest Youth Corps.

Upon motion made and seconded, the Board approved a donation in the amount of $400 to Food for Lane County.

Agenda Items for February 22
President Seubert reviewed next month’s agenda items. The Board instructed staff to secure cyber security insurance and report back on the policy terms.

Action Review:
Approval of the agenda, approval of the minutes, Board commendation of staff on safety performance, amending 2015 Capital Vehicle budget, review of Policy 103 (Audit Committee), adoption of Policy 106 (General Manager Succession Plan), and adoption of Policy 211 (Employee Holiday & Leave Privileges), instructed Bylaws Committee to develop bylaws language for annual meeting electronic voting, appointed three members to the Nominating Committee, appointed voting delegate for Touchstone Energy, donated money to ACRE, Northwest Youth Corps, and Food for Lane County, and directed staff to secure cyber security insurance and report back.

Adjournment
Being no further business to come before the Board, President Seubert adjourned the meeting at approximately 4:10 p.m.