AGENDA. DATE: February 24, 2016 BOARD OF DIRECTORS Indiana Electric Cooperatives

Transcription

1 AGENDA DATE: February 24, 2016 BOARD OF DIRECTORS Indiana Electric Cooperatives A regular meeting of the Board of Directors of Indiana Electric Cooperatives will be held at 10:00 a.m., Wednesday, February 24, 2016, (please note the meeting date due to the NRECA Annual Meeting) at the headquarters building, 720 N. High School Road, Indianapolis, to consider the following: I. SBC TRUSTEE ELECTION - (1) IEC Director Position II. III. OPENING BUSINESS A. Call to Order Ron Arnholt - Invocation Gary Gerlach (alternate speaker Walter Hunter) B. Seating of New Directors or Alternates C. Introduction of guests from Member Systems Ron Arnholt D. Action on October 21, 2015 Minutes Ron Arnholt E. Action on December 7, 2015 Reorganizational Minutes Ron Arnholt REPORTS A. Recognition of Mark Evans Ron Arnholt B. President s Comments Ron Arnholt IEC Committee Assignments C. CEO Report Tom VanParis D. Financial Report Deirdre Tiernan (December Financials) - Administrative Report IEC Annual Meeting Review - SBC Trust Update E. Legislative Report Scott Bowers - Ball State Broadband Initiative - Legislative Session Update F. Job Training, Safety and Loss Control Report Gayvin Strantz G. Bylaws & Policies Committee Report Jane Scott H. General Counsel Report Chuck Ritz IV. NEW BUSINESS V. EXECUTIVE SESSION (if needed) VI. ADJOURNMENT

2 If you have any other topics to consider for the President s Agenda, please contact Andrea Carr or Tom VanParis. As a reminder, if you have any additional directors or staff that will be attending our meeting, please contact us so they may be included in the lunch headcount. Very truly yours, Walter Hunter Secretary/Treasurer Enclosures Minutes (October Board, 2015 Reorganizational, Annual Meeting Business Session, Executive Committee) Committee Assignments/Co-op Annual Meetings/2016 Meeting Schedule CEO Update December Financials Department Reports Board Policy No. 115, 201, 206, 207 & Bylaws & Policies Committee Minutes. Note: 1 The Audit Committee will be meeting during the lunch hour in the Executive Conference Room to review the Executive Committee s expenses. 2 Indiana Electric Cooperatives Board Meeting Dates 2016 Board Meeting Dates Wednesday, April 20 Wednesday, June 15 Wednesday, August 17 Wednesday, October 19 Indiana Electric Cooperatives Annual Meeting Monday and Tuesday, December 5-6, 2016 at the Marriott Hotel, downtown Indianapolis

3 MINUTES Indiana Electric Cooperatives Board of Directors Meeting 720 N. High School Road, Indianapolis, Indiana DATE: Wednesday, October 21, 2015 President Evans presided and called the meeting to order. The attendance sheet showed the following Directors and CEO/Managers present: DIRECTORS Ron Arnholt, Bartholomew Thomas Dull, Boone Gary Gerlach, Carroll White Candace Meyer, Clark Terry Chapman, Daviess-Martin Roy Friedersdorf, Decatur Randy Stemle, Dubois Leander Hoover, Fulton Max Highley, Heartland Larry Salsman, Hendricks Ron Chew, Henry Walter Hunter, Jackson Kenneth DeYoung, Jasper Michael Ninde, Jay Glenn McAlpin, Johnson Kim Buhrt, Kosciusko Larry Fetters, LaGrange Richard Leeper, Marshall David Cox, Newton Steve Vail, NineStar Connect Steve Kirkpatrick, Noble Jane Scott, Northeastern Rodney Hager, Orange Mark Evans, Parke Gerald Sorg, Paulding Putnam Mark Nigh, RushShelby Joe Peden, South Central Carolyn Armstrong, Southeastern Randy Kleaving, Southern Larry Jack, Steuben Larry Carlson, Tipmont James Jackson, Utilities District Thomas Leak, Warren Jim Doerstler, Whitewater Valley CEOs/MANAGERS Jim Turner, Bartholomew Bill Conley, Boone Randy Price, Carroll White David Vince, Clark David Sutter, Daviess-Martin Don Schilling, Decatur Don Book, Dubois Joe Koch, Fulton David Lett, Harrison Greg Ternet, Hendricks Shannon Thom, Henry Mark McKinney, Jackson Bryan Washburn, Jasper Mark Arnold, Jay Chet Aubin, Johnson Mark Leu, LaGrange Mark Batman, Marshall Mike Butler, Newton Mike Burrow, NineStar Ron Raypole, Noble Carolyn Kilby, Parke (Interim) Joe Parsons, Parke (Interim) Terry Jobe, RushShelby Greg McKelfresh, South Central Keith Mathews, Southeastern Steve Seibert, Southern Ron Holcomb, Tipmont Brian Sparks, Utilities District Phil High, Warren Mary Jo Thomas, Whitewater Valley Randy Holt, General Counsel Rick Coons, Chief Executive Officer Tom VanParis, Chief Executive Officer

4 Board of Directors Minutes October 21, 2015 Page 2 of 5 Also present were: Jim Smith, Harrison REMC; Jeff Brill, LaGrange County REMC; Steve Smith and Randy Haymaker, Hoosier Energy; and Greg Wagoner, Wabash Valley Power. Staff present were: Mandy Barth, Richard Biever, Scott Bowers, Mike Brenner, Andrea Carr, Brian Christenberry, Tim Crouch, Holly Huffman, Ellie Price, Matt Randall, Jennifer Rufatto, Emily Schilling, Amy Stansfield, and Deirdre Tiernan. STATEWIDE BENEFIT COOPERATIVE ELECTION Participating members of the Statewide Benefit Cooperative (Group Insurance Trust) held an election to elect one CEO/General Manager Trustee position due to prior Trustee Greg Ternet, is now CEO at Hendricks Power Cooperative. A motion was made to nominate and elect Keith Mathews, General Manager at Southeastern Indiana REMC. Without any other nominations from the floor, the motion was seconded by Mary Jo Thomas. With a unanimous vote among the SBC participating cooperative employers, the motion carried. OPENING BUSINESS Mark Evans, Board President, welcomed everyone, introduced guests, and made opening comments. Invocation was given by Randy Price. Without any changes to be made to the draft minutes from the August 19, 2015 Board of Directors meeting, Mark Nigh made a motion to approve the minutes as presented, the motion was seconded by Joe Peden. Motion carried. Retiring CEO Rick Coons expressed his many thanks to the Board and staff and for their support and discussed many accomplishments that have been achieved through everyone working together as one. Mr. Coons welcomed incoming IEC CEO Tom VanParis. Mr. VanParis provided a CEO report on the October 9 Community Day statistics from various projects that were held around the state; the RESMA upcoming meeting; and legislative efforts made regarding an upcoming scheduled meeting on October 26 with Governor Mike Pence to discuss concerns regarding the final version of the EPA s Clean Power Plan and the state s potential response to the regulation.

5 Board of Directors Minutes October 21, 2015 Page 3 of 5 Roy Friedersdorf, NRECA Indiana Director, provided an update on NRECA activities including the health status of CEO JoAnn Emerson and their Executive team, senior staff and Board of Directors working together to begin the process to develop a list of candidates for one to be appointed as Interim Manager at this time; government relations update; ACRE membership; retirement security plan; financial report; recap of the NRECA Regional meetings and the upcoming 2016 Annual Meeting to held in New Orleans. Mike Brenner, Manager of Regulatory and Financial Services, provided a summary of results from the benchmarking study which focused on comparisons of Indiana Electric Cooperatives and other Statewide Associations operations, services and costs in addition to a comparison between the prior few years benchmarking study results. Gary Gerlach, Chairman of the Budget & Finance Committee, presented the overall proposed 2016 dues budget and stated the Budget & Finance Committee met on September 28 to review the budget as presented. Deirdre Tiernan, Chief Financial Officer, discussed the budget process and individual committee recommendations to the Budget & Finance Committee and introduced the 2016 proposed dues budget and highlighted various increases/decreases found in each department s budget and provided an overall recap which reflects the 2016 proposed increase is $143,850. Mr. Gerlach entertained for a motion to be made to approve the 2016 proposed dues budget. Larry Fetters made a motion to approve the 2016 proposed dues budget as presented, seconded by Candace Meyer. With a unanimous vote, the motion carried. Ms. Tiernan provided a brief update on the IEC Annual Meeting scheduled to be held on December 7-8 at the Marriott downtown Indianapolis, noting the deadline for registrations and room reservations is November 6 and the room rate is $162. Ms. Tiernan provided a brief update on the Statewide Benefit Cooperative recent member renewal meeting on August 24 noting the overall average medical increase was 5.31 percent; a 10 percent increase in long-term disability, dental rates increased 3.5 percent, vision rates increased 3.8 percent, and no increase in life insurance and short-term disability. Scott Bowers, Vice President of Government Relations, provided a legislative report on the broadband study and the potential to partner with Ball State University s Digital Policy Institute on the issue of rural broadband. The purpose of the partnership would be to generate a study that would examine three specific outcomes important to co-ops in regards to truly bringing accessible broadband to all points of the state. The direct cost of the DPI study is at $60,000 with an additional $15,000 appropriated for variable

6 Board of Directors Minutes October 21, 2015 Page 4 of 5 costs associated with field work. Per the contract proposal, the total cost of the study is not to exceed $75,000. In order to pay for the study, a motion was made by Steve Vail to approve the $45,000 to be reallocated from the 2015 GR budget and the remaining $30,000 will be accounted for in the 2016 GR budget request, seconded by Jim Doerstler. With a unanimous vote, the motion carried. He also provided an update on the REMC Act working group; and the Annual Appreciation Dinner and Grassroots engagement session to be held on November 16. Jennifer Rufatto, Vice President of Communications and Human Resources, provided an update on the potential interest of the co-ops for IEC to utilize Board meeting management software; NRECA new director credentials; and the chaperone system for youth programs. Emily Schilling, Editor of Electric Consumer, provided a brief update on their department activities including the Electric Consumer Advisory Committee met on October 8 and approved their 2016 budget; printing costs; 2016 Farmers Almanacs; distribution dates for the 2016 Calendar of Student Art project; the 2016 Directory project; and the Youth Power & Hope Awards presentation at the IEC Annual Meeting with special guest Luke Zeller. Tim Crouch, Vice President of Regulatory Compliance Programs, provided an update stating their Executive Committee met on September 14 and approved their 2016 proposed budget; discussed current items they are tracking on behalf of the members; the potential expansion of the program in early 2016 if three interested member cooperatives decide to join the Regulatory Compliance program; and outlined the current structure with the five IEC staff and their assigned territories among the current RCP member cooperatives. Randy Kleaving, Chairman of the Philanthropy Committee, and Ms. Rufatto presented a report on the committee s plans moving forward including continued affiliation with the Ronald McDonald House of Indiana; continuing the Blue Ribbon Basket auction at the IEC Annual Meeting and the option for co-ops to offer monetary donations if they prefer to do so in place of a basket, and adding a 50/50 raffle this year. They also provided an update on Project Indiana stating a project will be completed every other year, and a follow-up and engineering trip will be made on the off years, in addition to an awareness and promotion campaign will be designated to help raise funds for Project Indiana. Randy Holt, General Counsel, provided a brief update on activities including the FCC and telephone consumer protection act; and noted the NLRB has adopted a new and broader standard of what constitutes joint employment.

7 Board of Directors Minutes October 21, 2015 Page 5 of 5 Steve Smith, CEO Hoosier Energy, recognized all of the work and effort involved in the passing of SEA 309 Service Territory Preservation and appreciation for the cooperatives, Government Relations staff and grassroots efforts made and the importance to remain economically strong and continuing to provide our members with reliable and dependable services; also recognized Mr. Coons for his many years of dedicated service and welcomed new CEO Jay Bartlett, with Wabash Valley Power Association and CEO, Tom VanParis with IEC. President Evans expressed his thanks and appreciation to the Board and staff for their support over his years serving as President of the Board. At this time the Board moved into an Executive Session and following discussion Board action was taken to approve the Board Resolution regarding the deferred compensation plan as presented. The Bylaws & Policies Committee update from the July 13, 2015 committee meeting along with recommendations to Board Policies No. 115, 201, 206, and 207 will be deferred until the February 24, 2016 IEC Board meeting for Board approval. Without any further business to discuss, President Evans adjourned the meeting. Gary Gerlach, Secretary/Treasurer

8 MINUTES Indiana Electric Cooperatives Reorganizational Meeting of the Board of Directors Marriott Hotel, Indianapolis, Indiana DATE: December 7, 2015 President Mark Evans called the meeting to order and Secretary/Treasurer Gary Gerlach provided the roll call. Also present was Chuck Ritz, General Counsel, and Andrea Carr, Indiana Electric Cooperatives. Mr. Ritz explained the process for officer nominations to be made from the floor. The candidates were to be chosen from seven regional representative members of the Executive Committee who were elected by the Indiana Electric Cooperatives Directors during their respective regional meetings. The following are the representatives of the Executive Committee: Region 1 Larry Carlson, Tipmont REMC; Region 2 Gary Gerlach, Carroll White REMC; Region 3 Jane Scott, Northeastern REMC; Region 4 Stephen Vail, NineStar Connect; Region 5 Ron Arnholt, Bartholomew County REMC; Region 6 Randy Kleaving, Southern Indiana Power; and Region 7 Walter Hunter, Jackson County REMC. Mr. Ritz proceeded with the election of officers. Mark Nigh, RushShelby Energy, made a motion to nominate Ron Arnholt as President, and the motion was seconded. Jim Doerstler made a motion to close nominations and the motion was seconded. Voting by acclamation of the Board, Ron Arnholt was elected as President. Michael Ninde, Jay County REMC, made a motion to nominate Jane Scott for Vice President, seconded by Jeff Brill, LaGrange County REMC. Jim Doerstler nominated Gary Gerlach for Vice President, and the motion was seconded. A motion was made and seconded to close nominations. Voting was conducted by ballot and Mr. Ritz announced Gary Gerlach was elected as Vice President. A motion was made and seconded to nominate Walter Hunter as Secretary/Treasurer. A motion was made and seconded to close nominations. Voting by acclamation of the Board, Walter Hunter was elected as Secretary/Treasurer. Mark Evans expressed his appreciation to the Board for their support and the opportunity to have served as President over the past two years. Ron Arnholt expressed his appreciation to the Board for their support and the opportunity to serve as President. Without any further business to discuss, the meeting was adjourned. Gary Gerlach, Secretary/Treasurer

9 MINUTES Indiana Electric Cooperatives Business Session of the 81 st Annual Meeting Marriott Hotel, Indianapolis, Indiana DATE: December 7-8, 2015 Monday, December 7, 2015 President Evans opened the 81 st Annual Meeting with Certification of Credentials of Voting Delegates and Alternates. The roll call was then made by Secretary, Gary Gerlach, with 36 member systems present. Following action on the official notice of the Annual Meeting of members, President Evans called attention to the minutes of the 2014 Annual Meeting, which had been previously distributed. There being no additions or corrections, a motion was made and seconded to approve the minutes of the 2014 Annual Meeting as written. With a unanimous vote, the motion carried. Following the reading of the nominations by Gary Gerlach, an election of directors was conducted by Chuck Ritz, General Counsel. A motion was made and seconded to elect the nominees as named by the member systems to serve as the Board of Directors of Indiana Electric Cooperatives for With a unanimous vote, the motion carried. Mr. Ritz then administered the director s pledge for the elected directors. Secretary Gary Gerlach presented a brief report on the financial statements, noting the association is in a strong financial position. President Evans asked if there was any unfinished or new business to come before the Board. Hearing none, the business session of the 81 st Annual Meeting was adjourned. Tuesday, December 8, 2015 During the conclusion of the Annual Meeting on Tuesday, December 8, President Evans and CEO, Tom VanParis highlighted many of the 2015 accomplishments and thanked the membership and the Indiana Electric Cooperatives staff for all of their continued hard work and dedication throughout the year. President Evans expressed his appreciation for the opportunity to have served as the Board President over the past two years and thanked the Executive Committee as well as the membership for their support. President Evans concluded the 81 st Annual Meeting.

10 MINUTES Executive Committee Meeting DATE: February 4, 2016 The Executive Committee members present were President Ron Arnholt, Bartholomew County REMC; Vice President Gary Gerlach, Carroll White REMC; Secretary/Treasurer Walter Hunter, Jackson County REMC; Steve Vail, NineStar Connect; Jane Scott, Northeastern REMC; Randy Kleaving, Southern Indiana Power; and CEO Tom VanParis, Indiana Electric Cooperatives. Others present were Dennis Weiss, President of the Indiana Managers Association; Scott Bowers, Mike Brenner, Tom Havens, Stacey Holton, Jennifer Rufatto, Emily Schilling, Gayvin Strantz, Deirdre Tiernan, and Andrea Carr, Indiana Electric Cooperatives. President Arnholt called the meeting to order and requested review on the Executive Committee meeting minutes from September 28, Gary Gerlach made a motion to approve the September 28, 2015 minutes as presented, seconded by Walter Hunter. With a unanimous vote, the motion carried. President Arnholt discussed various ways to continue to have our membership more engaged, noting he would like to continue to include a Message from Board President piece in the IEC CEO e-newsletter and he did in February in between Board meeting months. Discussion continued regarding Executive Committee member contact with those in their regional districts to discuss any issues, updates within their region to be aware of, as another way to remain engaged with the membership. There will be an SBC Trustee election prior to the start of the IEC Board meeting on February 24 for one IEC Director position. Currently Jim Doerstler is up for re-election and has expressed interest to run again as Trustee for The committee reviewed the 2016 Committee Assignments listing to confirm committee Chairman, and Jane Scott was appointed as Chairperson of the Bylaws & Policies Committee. The February 24 IEC Board meeting agenda was reviewed and the committee discussed a new format to include breaking into smaller roundtable group to discuss reaction following the CEO report regarding the recap of his member visits as each group would then reports its discussion to the rest of the Board. Later on the agenda will plan to break into small groups again to prioritize potential Board meeting topics for This will better create interaction and engagement among the Board room. Tom VanParis, CEO, provided a recap of his member system visits; reviewed areas including IEC department discussion; what works well, what doesn t; opportunities for improvement; explore new member support ideas; Board meetings; Board packets; CEO expectations and next steps; and 2016 strategic topics.

11 Jennifer Rufatto, Vice President of Communications and Human Resources, provided an update on the strategic planning process; the good feedback received in 2012; and information regarding the overall strategic steps in gathering the initial feedback and survey information, the process, and outlined the general timeline of events. Mr. VanParis and Ms. Rufatto discussed the format of conducting seven regional strategic planning sessions with the IEC Board members and CEOs. The IEC 2016 strategic planning process outline will be included with the February Board packet. Following further discussion regarding the overall strategic planning process timeline of events, at this time May 18 was noted as a potential additional meeting date for Board members to gather. Mr. VanParis provided an update on our IEC current building security status; future Board meeting agendas and staff presentations; reviewed potential 2016 Board meeting topics; and the format of the Board meeting online packets. Deirdre Tiernan, Chief Financial Officer, noted London Witte Group will be working on IEC s annual audit on February Ms. Tiernan provided a brief update on the 2015 IEC Annual Meeting survey results and comments received, with overall very favorable and positive feedback received as staff will be discussing options in an effort to receive a higher level of survey completion participation. The Annual Meeting Planning Committee will schedule a meeting to be held in March to review the survey results and discuss recommendations for IEC currently has a contract with the Marriott Hotel downtown Indianapolis through the year Ms. Tiernan reviewed the December 2015 financials highlighting a number of items affecting revenue and expenses, noted any significant variances and reviewed department activities. She also provided an update on the Statewide Benefit Cooperative (SBC) and was pleased to announce that M.J.M. Electric Cooperative, Inc. located in Carlinville, Illinois has joined as a participating member of the SBC; noted the next SBC Trustee meeting will be held on February 9; and she has been asked to provide an SBC Trust presentation at the Ohio Rural Electric Cooperatives, Inc. during their Human Resources Spring meeting on April 7. At this time President Arnholt called for an Executive Session to be held. Following the Executive Session, Scott Bowers, Vice President of Government Relations, provided an update on the opportunity for IEC to partner with Ball State University s Digital Policy Institute on the issue of rural broadband initiative and also provided a legislative session update. Gayvin Strantz, Vice President of Job Training, Safety and Loss Control, provided an update on issues discussed at a meeting held on January 21, 2016 with INDOT s Director of Utilities and Railroads with representatives from various REMCs; upcoming regional FEMA meetings to discuss the new changes which are scheduled to be held on February 18 at Kosciusko REMC, February 24 at Jackson County REMC, and February 25 at IEC. Mr. Strantz also provided an update on CDL drug test procedures; winter storm Jonas; the REAP graduation held on January 30 with seven graduates; status update on the cooperative mutual aid assistance site; and the upcoming Tri-State Operations/Engineers and Superintendents Conference on March 9-11 in Louisville, Kentucky. The committee reviewed the 2016 Executive Committee meeting dates and to avoid conflicts, the April meeting has been rescheduled to be held on Friday, April 8 and the August meeting has been rescheduled to be held on Monday, July 25. President Arnholt addressed new contract rates for IEC s working relationship with General Counsel, Parr Richey Obremskey Frandsen & Patterson, LLP and consensus was reached among the committee to approve new rates proposed by General Counsel.

12 Mr. Arnholt briefly discussed the IEC CEO evaluation process and timeline of events and the time frame to begin gathering information, which will be further discussed at the April 8 Executive Committee meeting. Without any further business to discuss, President Arnholt adjourned the meeting. Action items at the February 24 IEC Board Meeting: - Prior to the start of the meeting the Statewide Benefit Cooperative Trustee election will be held to elect one IEC director position - Approve October 21, 2015 IEC Board Meeting Minutes - Approve December 7, 2015 Reorganizational Meeting Minutes - Approve Board Policy No. 115, 201, 206, and Prioritize Potential Board Meeting Topics for 2016