Lane Electric - A Touchstone Energy Cooperative

07-21-14

Minutes of the Board of Directors’ Meeting
Lane Electric Cooperative, Inc.
July 21, 2014

The regular monthly meeting of the Board of Directors of Lane Electric Cooperative Inc. was called to order by President Christopher B. Seubert at 11:00 AM on Monday, July 21, 2014, at the Cooperative’s office at 787 Bailey Hill Rd, Eugene, Oregon. Directors present were Jeri Nelson, Vice-President; Charles E. Bangle, Secretary; Patricia C. Dymock, Treasurer; and directors, Charles J. Leighter, Susan Knudsen Obermeyer and Jack Billings. Also present were Charles N. Fadeley, Cooperative’s attorney; Rick Crinklaw, General Manager; Dave D’Avanzo, Manager of Member Services; Debi Wilson, Manager of Office & Staff Services; Tony Toncray, Manager of Construction & Maintenance; and Brenda Everts, Executive Secretary, who acted as recording secretary.

Member Input
Three members, Nathan Philips, J. Ingrid Kessler and Kathy Keable were present to observe the meeting.

Approval of the Agenda
President Seubert asked if there were additions or amendments to the agenda. Hearing none, President Seubert declared the agenda approved as presented.

Approval of Minutes
President Seubert asked if there were any additions or corrections to the minutes for the June 23 regular board meeting, June 26 and June 28. Hearing none, President Seubert then declared the minutes approved as presented.

Reports – Director & Committee

• Committee:

Policy Committee – Director Bangle reported the directors met prior to the board meeting to discuss possible changes to Policy 108. Chairman Bangle explained the changes will be discussed during the policy review portion of the meeting.

• Director:

ORECA Mid-Year Meeting – Directors Seubert, Nelson, Leighter, Billings, Knudsen Obermeyer, and Dymock all attended the ORECA Mid-Year Meeting held in Bend. They all reported it was a very good meeting.

• ORECA Director:

President Seubert gave a detailed report on the ORECA board meeting held in Bend on July 15.

• ORECA Government Affairs Committee (GAC):

Mr. Crinklaw reported his resignation as the ACRE chairman, and that his predecessor will be Jim Horan, Manager of Member Services from Oregon Trail Electric Cooperative.

Report – Manager’s

• Thank You Cards:

Cards and thank you letters were shared with the board.

• Biological Opinion (BiOp)/ Fish & Wildlife Status:

Mr. Crinklaw gave an update on the following items:

o Hydro Forecast
o Revised Summer Spill operations for the Lower Snake River Dams
o Salmon & Steelhead Return Update

• Regional/Federal Power Issues:

Mr. Crinklaw reported on the following issues:

o BPA Rates
o The Columbia River Treaty
o BPA Rate Case

• PNGC Financial Management:

Mr. Crinklaw reported on the current monthly and year-to-date financials for PNGC through May.

• PNGC Activities:

Mr. Crinklaw reported on the following issues:

o FERC Deregistration
o Coffin Butte Generation Project purchase
o Smith Creek Hydro Project
o Demand Response Committee
o Community Solar Committee
o Pre-Pay program – BPA
o NWPPC Members
o

• Pre-Pay Program Update:

o Participants = 830
o Goal Percentage by Dec. 31, 2014 = 15%
Mr. Crinklaw reported the completion of the Mid-State Electric vs Lane Electric competition. He reported that Lane Electric was declared the winner by the general manager of Mid-State Electric Cooperative.

• 2014 Energy Assistance

Mr. Crinklaw reported LIHEAP has helped 631 members with $192,000 in funding and Lane Electric’s Map program has helped 50 members with $9,300 in funding.

• Four 10s for Office Employees

Mr. Crinklaw reported staff has continued to assess and evaluate and are ready to present the merits of a four 10-hour day work week. The union has agreed to discussions. Mr. Crinklaw expressed interest in the board to see if they are open for discussion on the subject, prior to doing a full evaluation. The board responded that it was.

• Wolf Mountain Service

Mr. Crinklaw reported that the top of Wolf Mountain is now being served by Union Pacific Railroad’s new underground system. The railroad experienced some delays, however, the project is being closed this month.

• Touchstone Energy Customer Survey

Mr. Crinklaw reported that Touchstone Energy will be conducting a telephone interview of Lane Electric members between the month September and December. The results will be available the first quarter of 2015.

• Capital Credit Forfeiture

Lane Electric is starting the capital credit forfeiture process for the year 1980 in the amount of $16,000. Oregon law requires four public notices listing the names of the members affected will appear in print. The notices will appear in the Register Guard August through November.

• Summer Social

Mr. Crinklaw invited everyone to his home following the August board meeting for a Summer Social & BBQ.

• Conferences & Meetings:

o Robert’s Rules of Order – Lane Electric is scheduled to host the NWPPA class on August 26. Debi Wilson and Tony Toncray are scheduled to attend.

o NRECA Region IX meeting will be held in Omaha Nebraska October 15-17. President Seubert is scheduled to attend.

o PNGC Annual Meeting is scheduled for October 6-7 at the Embassy Suites in downtown Portland.

• Travel & Meetings Itinerary:

Each director received a copy of Mr. Crinklaw’s travel and meeting itinerary for July and August.

Policy Review

Mr. D’Avanzo, Manager of Member Service reported on the policies subject to review:

Policy 100 (Directors’ Duties & Standards of Conduct): Upon motion made and properly seconded it was approved to adopt Policy 100 (Directors’ Duties & Standards of Conduct) as amended and presented. The motion was approved by unanimous vote.

Policy 108 (Director’s Fees & Expenses): Upon motion made and properly seconded it was moved to approve Policy 108 (Director’s fees & Expenses) as presented. Discussion followed. Upon motion made and properly seconded it was moved to amend Policy 108 (Director’s Fees & Expenses) Section II, Policy Content, to read as follows. “Directors participating in a regular or special board meeting via conference call will be reimbursed at fifty percent of the daily stipend for that meeting. Other Conference calls will be reimbursed by a fixed sum of $50.00 per call. The motion to amend was approved by unanimous vote. Upon motion made and properly seconded it was moved to adopt Policy 108 (Director’s fees & Expenses) as amended and presented. The motion was approved by unanimous vote.

Policy 200 (Employee Ethics & Code of Conduct): Upon motion made and properly seconded, it was moved to adopt Policy 200 (Employee Ethics & Code of Conduct) as presented.

Policy 403 (Renewable Energy Program Reserves): Upon motion made and properly seconded, it was moved to approve Policy 403 (Renewable Energy Program Reserves) ass presented. The motion was approved by unanimous vote.

Policy 308 (Vegetation Management Policy)

Tony Toncray and Bud Dyer were present to discuss the DRAFT Vegetation Management Policy. Upon motion made and properly seconded it was moved to approve Policy 308 (Vegetation Management as presented. The motion was approved by unanimous vote.

Referral of Bylaw Amendments to members

Mr. Crinklaw explained to be consistent with the Annual Meeting Planning Schedule, the Bylaw Committee and Chuck Fadeley have identified issues in the Cooperative’s bylaws for referral to the Cooperative’s members this fall. Discussion followed. Upon motion made and properly seconded it was moved to refer to the members of Lane Electric Cooperative the following amendments in the Cooperative’s bylaws:

o Under ARTICLE I (Membership), Section 1 (Requirements for Membership), delete subsection (a); eliminating requirement that persons must make a written application for membership. Re-number Section 1 as necessary. And

o Under ARTICLE IV (Board Members), Section 4 (Nominations), increase the number of valid member signatures required on a nomination petition from 15 to 30.

The motion was approved by unanimous vote.

Following a recess, a motion was made and properly seconded to move to refer to the members of Lane Electric Cooperative the following additional amendments in the Cooperative’s bylaws:

o Under ARTICLE IV (Board Members), Section 4 (Nominations), delete the wording: “Such nominating committee shall nominate one or more qualified members of the Cooperative for election as a director for each vacancy which is to be filled by election at the annual meeting”. And replace it with the language, “The Committee must nominate one or more qualified members for election as a director for each vacancy that is to be filled by election at the annual meeting. The Committee shall provide candidates with information on general director duties, continuing qualification and education requirements and time commitment. The Committee is encouraged to use Cooperative staff as the Committee sees fit. There is no pre-determined processes for Committee to follow when deciding on a slate of candidates, which may or may not include any incumbent. The Committee shall deliver a strong, qualified slate of candidates, taking into consideration the candidates’ demonstrated interest in the Cooperative and/or comparable board or community experience.”

The motion was approved by unanimous vote.

Construction Work Plan Activities Report

Doug Stockdale provided the board with the quarterly Construction Work Plan Activities Report.

Call for Candidates – “Member of the Year Award”

Mr. D’Avanzo reported it was time to nominate members for the “Member of the Year Award”.
The deadline to submit candidates will be August 15. The board will select the recipient at the August 25 board meeting.

Review of Capital Credit Retirement Procedures – Policy 602

Mr. Crinklaw gave a brief overview of Lane Electric’s history of retiring capital Credits. Initially the Co-op chose to retire capital credits on a fixed 20 year cycle. It became apparent that the 20 year cycle was not sustainable without raising rates. After two years of work and several community meetings with members, Lane Electric initiated the current method in 2001. The current method of retiring the capital credits on annual basis has been very successful.

Financial Report

Ms. Scoble, Controller, along with Ms. Wilson reported on the financial condition of the Cooperative for the period ending June 2014.

Safety Program Report

Tony Toncray, Manager of Construction & Maintenance, reported the Office safety meeting was held on July 17th and the topic was “Review Accident Investigation Kit” and the Construction and Maintenance safety meeting will be held on July 24th. The topic will be “Review Accident Investigation Kit”. He also reported on the status of the Employee Safety Program through the end of June and reported there have been 657 days without a time loss injury.

• Agenda Items for August 25

o Donations
o Resolution – PNGC Director Nomination & Representative Appointment
o Adoption of the 10-year Construction Work Plan
o Select Recipient for “Member of the Year Award”
o United Way Campaign Contribution
o Review Dental Insurance Renewal Proposals

Legal report and Executive Session

There being no further business to come before the board in open session, the directors along with Mr. Crinklaw and Mr. Fadeley, entered into executive session.

Adjournment

Meeting adjourned at approximately 4:30 p.m.