Approval of Minutes and Agenda Review

Transcription

1 NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC. Minutes of the Meeting of the Board of Directors November 29, 2016 Pursuant to proper notice duly provided to all Directors, the regular meeting of the Directors of the New Hampshire Electric Cooperative, Inc. (NHEC) was held November 29, 2016, at the Cooperative s Pemi Board Room in Plymouth, NH. Directors present were Joseph Kwasnik, Joan Aubrey, Charles Braxton, Kenneth Colburn, Sharon Davis, Carolyn Kedersha, Thomas Mongeon, David Talbot, Georgie Thomas, Harry Viens, and Bruce Wiggett. Others present were Steven Camerino, President/CEO; Jim Bakas, VP of Operations & Engineering; Dena DeLucca, VP of Corporate Services; Judy Gove, VP of Member Services and Community Relations; Steve Kaminski, VP of Power Resources & Access; Craig Snow, VP of Energy Solutions; Mark Dean, Attorney; Leo Dwyer, Cooperative Member; and Sharon Yeaton, Executive Services Administrator (recording). Joe Raia of Glimmerglass Consulting joined the meeting by telephone. Chair Kwasnik called the meeting to order at 11:00 a.m. He mentioned that Mr. Raia was on the phone to discuss Strategic Planning. Approval of Minutes and Agenda Review The minutes of the Board Meeting of October 25, 2016, were reviewed. Upon motion of Mr. Talbot, seconded by Mrs. Aubrey, it was VOTED: To adopt the minutes of the October 25, 2016, meeting of the Board of Directors as presented. The minutes of the Board Meeting of November 18, 2016, were reviewed. Upon motion of Mrs. Davis, seconded by Mr. Mongeon, it was VOTED: To adopt the minutes of the November 18, 2016, meeting of the Board of Directors as presented. The agenda was modified to address the Chairman s Report before the Safety Moment. Chairman s Report Chair Kwasnik presented the Chairman s Report, discussing Strategic Planning and the Steering Committee meeting held on November 21 st. He turned the discussion over to Mr. Raia who provided a broad overview of the Strategic Planning process. Mr. Raia left the meeting at 11:19 a.m. Page 1 of 6

2 Safety Moment Mr. Braxton presented the Safety Moment focusing on the topic of visibility. President s Report Mr. Camerino presented Mrs. Thomas with the NRECA Board Leadership Certificate. He next presented the President s Report, reporting on: Safety, mentioning the one incident that occurred in October and noting that there are no reportable incidents to date for November. NHEC s financial status, discussing kwh sales and bottom line margins. The website redesign, with Ms. DeLucca providing an update indicating that testing will be done with members and then the Board will have a chance to view the new website. Property taxes, discussing the large increase in property valuation over the previous year in the Town of Plymouth. The opportunity for directors to order apparel with NHEC s logo, to be paid for by the ordering director, noting that Mrs. Yeaton will send something out to the Board. The low-income solar project, updating on the project that NHEC engaged the Plymouth Area Renewable Energy Initiative (PAREI) to take the lead on project development and fundraising. Member Solutions Committee Committee Chair Aubrey drew attention to the draft minutes of the October 19 th Member Solutions Committee meeting, Attachment #12 in the Board packet. Upon motion of Mr. Braxton, seconded by Mr. Viens, it was VOTED: To approve the minutes of the October 19, 2016, Member Solutions Committee meeting as presented. Mrs. Gove provided an update on E-Voting, reviewing the process for next year s director election and addressing questions. She advised that members will have the option of voting online or with a paper ballot. In response to a question, Mrs. Gove indicated she would provide an update on Annual Meeting at the December Board meeting. Power Resources & Access Committee Committee Chair Thomas stated that the Power Resources & Access Committee has not met since the last Board meeting, but will have a meeting in January. Mr. Kaminski expanded upon his written report on the IMAPP process (Integrating Markets and Public Policy) and provided an update on yesterday s meeting of public power entities. Page 2 of 6

3 Attorney s Report Attorney Dean advised that he has a couple of items for Executive Session. He reported on a couple of dockets at the New Hampshire Public Utilities Commission, including the CORE Energy Efficiency Program filing and Net Metering. He also provided an update on the Supreme Court property tax case, indicating that oral arguments are scheduled for January 2017; and reported on NHEC s litigation against Elster/Honeywell, noting that the defendant filed a motion to dismiss the case and NHEC has until December 12 th to file its response. Engineering & Operations Committee Committee Chair Viens advised that the Engineering & Operations Committee has not met since the last Board meeting, but has a meeting scheduled for December 1 st. Mr. Bakas shared his thoughts and addressed questions on the future of NHEC s distribution system. He indicated that moving into the future the focus will need to be on flexibility and adaptability, in addition to the core business. Per request, a copy of Mr. Bakas remarks will be ed to directors. The meeting recessed at 12:25 p.m. and reconvened at 12:39 p.m. All those in attendance prior to the recess rejoined the meeting. Corporate Services Committee Committee Chair Davis noted that the Corporate Services Committee met prior to today s Board meeting and all directors were present. She drew attention to the resolution for the master letter of credit facility. The following resolution was offered by Mr. Braxton and seconded by Mr. Colburn: WHEREAS, the Cooperative has previously established a secured master letter of credit facility with National Rural Utilities Cooperative Finance Corporation ("CFC") providing for the issuance of letters of credit thereunder to such beneficiaries as management shall determine from time to time, up to an aggregate principal amount not to exceed Fifty Million and 00/100 Dollars ($50,000,000.00) having a termination date of January 10, 2017 (the LC Facility ); and WHEREAS, the Cooperative wishes to have the amount of the LC Facility decreased to Thirty Million and 00/100 Dollars ($30,000,000.00) and the termination date extended to January 10, 2020; NOW THEREFORE BE IT RESOLVED, that the individuals listed below are hereby authorized to execute and to deliver to CFC an amendment to the Master Letter of Credit Application and Agreement governing the LC Facility in order to decrease the amount thereof to Thirty Million and 00/100 Dollars ($30,000,000.00) and to extend the term thereof to January 10, 2020 ( Amendment ); and RESOLVED, that except as set forth in the Amendment, all other terms, conditions and provisions of the previously executed letter of credit agreement shall remain in full force and effect, and the same are hereby ratified and confirmed as valid and binding agreements between CFC and the Cooperative, enforceable in accordance with their terms; and Page 3 of 6

4 RESOLVED, that each of the following officers be and hereby is authorized to enter into, execute and deliver all such other documents and instruments as may be necessary or appropriate, to execute any future amendments to said Agreement as such individual may deem appropriate within the amount authorized herein and do all other things as may be necessary or appropriate in order to comply with CFC requirements and to give effect to the purposes and intent of the foregoing resolutions: Title or Office President VP of Financial Services/CFO Name (printed or typed) Steven V. Camerino Brenda C. Inman Committee Chair Davis distributed copies of revised resolutions from the Committee meeting. Upon motion of Mrs. Kedersha, seconded by Mrs. Thomas, it was VOTED: That the Board of Directors approves the 2017 budget, with Budget Option 2, as recommended by Management. Vote for the motion was nine in favor and two opposed, motion carries. Upon motion of Mr. Talbot, seconded by Mrs. Thomas, it was VOTED: That the Board of Directors approves the proposed distribution charge increase with 100% of that increase to be in the kwh charge, as recommended by Management. Upon motion of Mr. Talbot, seconded by Mr. Wiggett, it was MOVED: That the Board of Directors approves the 2017 Balanced Scorecard and Success Sharing as presented. There was discussion on the Balanced Scorecard, including items with targets to be determined and the desire to include a measurement on energy efficiency. Upon motion of Mr. Colburn, seconded by Mr. Viens, it was VOTED: To amend the motion for the 2017 Balanced Scorecard to include a measurement for an Internal Energy Efficiency Resource Standard (EERS). Vote for the amendment was unanimous. Vote for the amended main motion to approve the 2017 Balanced Scorecard and Success Sharing Plan with the addition of measurement for an Internal Energy Efficiency Resource Standard (EERS) was unanimous. Upon motion of Mrs. Aubrey, seconded by Mr. Talbot it was Page 4 of 6

5 VOTED: That the Board of Directors approves as part of the 2017 Budget the recovery of $630,000 in distribution revenues collected through the Delivery kwh Charge for all revenue classes. Audit Committee Committee Chair Wiggett noted that the Audit Committee met earlier this morning and all directors were in attendance. He mentioned that there is a revised resolution to reaffirm policies, which removes the Audit Charter as that is approved by the Committee. Upon motion of Mrs. Davis, seconded by Mr. Viens, it was VOTED: That the Board of Directors adopts the changes to Board Policy B-2, Attachment G Audit Committee; and reaffirms Board Policies B-28 Audit Policy; B-29 Statement on Ethics; B-34 - Record Retention; and B-37 Safeguarding Member Information as presented. General Session Board Tracking Report No changes were made to the Board Tracking Report. Committee Meetings The following committee meetings are scheduled: Engineering & Operations Committee December 1 st at 9:00 a.m. Power Resources & Access Committee January 31 st at 8:30 a.m. Chair Kwasnik will schedule an Executive Committee meeting for December to review Board Policies and the Bylaws. Mr. Mongeon requested that Committee meetings for 2017 be scheduled in advance and added to the Board calendar. NRECA Report Mr. Colburn presented the National Rural Electric Cooperative Association (NRECA) Report, indicating that the NRECA Annual Meeting date conflicts with NHEC s February Board meeting. Mr. Kwasnik indicated he would work with Mrs. Yeaton to potentially reschedule the February Board meeting. Mr. Colburn mentioned the upcoming NRECA board meeting next week, indicating that this is the meeting he will need to declare his intent to run for the NRECA board secretary/treasurer position. He recalled his previous discussion with the NHEC Board on this subject and received continued encouragement to run for the position. Page 5 of 6

6 NHEC Foundation Report NHEC Foundation Chair Davis stated that the next NHEC Foundation Board meeting is scheduled for December 20 th. Expense Reports Chair Kwasnik noted that an expense report was circulated for review. Executive Session Upon motion of Mr. Braxton, seconded by Mrs. Thomas, it was VOTED: That the Board of Directors move into Executive Session for the purpose of discussing legal/litigation issues, confidential commercial information, and confidential personnel matters. Vote for the motion was unanimous and the Board moved into Executive Session at 1:04 p.m. Mr. Dwyer left the meeting at this time. Adjournment The Board moved out of Executive Session and Chair Kwasnik adjourned the meeting at 1:50 p.m. A TRUE COPY ATTEST: Joan Aubrey, Secretary Joseph Kwasnik, Chair of the Board Page 6 of 6