CHUGACH ELECTRIC ASSOCIATION, INC. Anchorage, Alaska. December 15, Wednesday 4:00 p.m. REGULAR BOARD OF DIRECTORS MEETING MEETING MINUTES

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1 CHUGACH ELECTRIC ASSOCIATION, INC. Anchorage, Alaska Wednesday 4:00 p.m. REGULAR BOARD OF DIRECTORS MEETING MEETING MINUTES Recording Secretary: DeAnna Scott, Executive Assistant I. CALL TO ORDER Chair Reiser called the Regular Meeting of the Board of Directors to order at 4:05 p.m. in the boardroom of Chugach Electric Association, Inc., 5601 Electron Drive, Anchorage, Alaska. A. Pledge of Allegiance (after Agenda Item I.B- Roll Call) Chair Reiser led the Board in the Pledge of Allegiance. B. Roll Call Board Members Present: Janet Reiser, Chair Susan Reeves, Vice Chair PJ Hill, Treasurer Doug Robbins, Secretary Jim Henderson, Director Jim Nordlund, Director (arrived at 4:59 p.m.) Director Hill moved and Director Robbins seconded the motion to excuse Director Crawford from the meeting. The motion passed unanimously. Excused Absence: Harry Crawford, Director Guests and Staff in Attendance: Brad Evans Mark Johnson Mike Cunningham Dustin Highers Tyler Andrews Phil Steyer Ed Jenkin Crystal Enkvist, APA Paul Risse Theresa Quigley Connie Owens Kathy Harris Dwight Dial Jon Sinclair Teresa Kurka Ken Thomas C. Safety Minute Ken Thomas, Manager, Safety, provided a Safety Minute on Trips, Slips and Falls, made available ice grippers for shoes and answered questions from the Board. Page 1 of 5

2 II. APPROVAL OF THE AGENDA Director Hill moved and Director Henderson seconded the motion to approve the agenda. Chair Reiser requested to amend the agenda to move from the agenda item IV. Consent Agenda H. Chief Executive Officer Incentive Program and Performance Dimensions to the agenda item IX. Executive Session. Director Robbins moved and Director Reeves seconded the motion to move the CEO Incentive Program and Performance Dimensions from the Consent Agenda to the Executive Session. The motion passed unanimously. The motion to approve the agenda, as amended, passed unanimously. III. IV. PERSONS TO BE HEARD A. Wholesale Customer and Member Comments None. CONSENT AGENDA A. Board Calendar January 4, 2012, Regular Board meeting was noted by the Chair. B. Training and Conferences i APA Legislative Conference February 14-15, 2012 Juneau, AK (Deadline for registration and hotel reservation is January 13, 2012) ii. NRECA Annual Meeting March 5-7, 2012 San Diego, CA (Deadline for registration and hotel reservation is January 30, 2012) iii. Legislative Conference April 29 May 2, 2012 Washington, D.C. (Deadline for registration and hotel reservation is March 15, 2012) iv. NWPPA Annual Meeting May 12-17, 2012 Couer d Alene, ID (Deadline for registration and hotel reservation is April 2, 2012) C. Minutes November 14, 2011, Special Board of Directors Meeting (Neas-Arnold) November 17, 2011, Regular Board of Directors Meeting (Neas-Arnold) December 5, 2011, Special Board of Directors Meeting (Scott) D. Director Expenses E. Appointments to 2012 Bylaws Committee (Steyer) F. Appointments to 2012 Election Committee (Steyer) G. Appointments to 2012 Nominating Committee (Steyer) H. Chief Executive Officer Incentive Program and Performance Dimensions (Robbins) Agenda item was moved to IX. Executive Session. Director Reeves moved and Director Hill seconded to approve the Consent Agenda. The motion passed unanimously. V. CEO REPORTS AND CORRESPONDENCE A. October Financial Statements (Harris) B. October Variance Report (McKay-Highers) Page 2 of 5

3 C. Southcentral Power Project Update (Highers/Sinclair) Dustin Highers, Director, Power Supply Technical Services, provided an update on the Southcentral Power Project and answered questions from the Board. D. Write-off of Accounts Receivable Electric (Kurka) E. Write-off of Accounts Receivable Other (Kurka) F. CIS Project Update (Dial) G. Southcentral Power Project Transition (Andrews) Brad Evans, CEO, provided an update on the Southcentral Power Project Transition and answered questions from the Board. H. Fire Island Wind Project Update (Jenkin) Ed Jenkin, Vice President, Power Delivery, provided an update on the Fire Island Wind Project and answered questions from the Board. VI. DIRECTORS REPORTS A. Governance Committee Report Director Reeves provided on update on the Governance Committee and answered questions from the Board. B. APA Report Director Reeves provided an update on APA and answered questions from the Board. C. ARCTEC Report Director Robbins provided an update on ARCTEC and answered questions from the Board. D. Other Meeting Reports None. VII. UNFINISHED BUSINESS (none) VIII. NEW BUSINESS (scheduled) A. NRECA and CFC Voting Delegate and Alternate Director Hill moved and Director Robbins seconded the motion that the Board of Directors approve the appointment of Janet Reiser as the NRECA Voting Delegate and Susan Reeves as the alternate and Susan Reeves as the CFC Page 3 of 5

4 Voting Delegate and Janet Reiser as the alternate. The motion passed unanimously. B. Establishment of KeyBank and UBS Investment Accounts Director Hill moved and Director Reeves seconded the motion that the Board of Directors approve the establishment of KeyBank and UBS investment accounts, which broadens the scope of available investment vehicles for proceeds of the First Mortgage Bonds, 2012 Series A, and approve the attached resolutions. Director Robbins proposed a friendly to amend the motion to include limit the investment vehicles utilized at UBS to highly liquid money-market type funds. Director Hill accepted the friendly amendment. Chair Reiser asked for a vote on the motion, the motion passed unanimously, as amended. Director Nordlund arrived at 4:59 p.m. IX. EXECUTIVE SESSION A. Strategic Planning i. Wholesale Customer Contract Discussion ii. Strategic Plan Update Board Discussion iii. Southcentral Power Project EPC Contract Changes Discussion iv. Chief Executive Officer Incentive Program and Performance Dimensions (Moved from IV. Consent Agenda) At 5:01 p.m., Director Hill moved and Director Reeves seconded the motion that pursuant to Alaska Statute (c) (1), the Board of Directors go into executive session to discuss financial matters, the immediate knowledge of which would clearly have an adverse effect on the finances of the cooperative as it relates to discussion of: 1) updates on wholesale customer contract matters; 2) the Association s Strategic Plan; and, 3) Southcentral Power Project EPC contract changes. The motion passed unanimously. At 6:58 p.m., the Board reconvened in open session. X. NEW BUSINESS (continued) C. Southcentral Power Project EPC Contract Changes Director Robbins moved and Director Henderson seconded the motion that he Board of Directors authorize the Chief Executive Officer to approve the proposed Change Orders to the Engineering, Procurement, and Construction contract with SNC Lavalin Constructors, Inc. for an estimated amount as described in Executive Session. The motion passed unanimously. XI. DIRECTOR COMMENTS Director comments were made at this time. Page 4 of 5

5 XII. ADJOURNMENT At 7:00 p.m., Director Hill moved and Director Robbins seconded the motion to adjourn. The motion passed unanimously. Doug Robbins, Secretary Date Approved: January 25, 2012 Page 5 of 5