President Evans presided and called the meeting to order. The attendance sheet showed the following Directors and CEO/Managers present: DIRECTORS

Transcription

1 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

2 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.

3 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

4 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.

5 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