SPECIAL MEETING OF THE BOARD OF DIRECTORS KAUAI ISLAND UTILITY COOPERATIVE Held at 4463 Pahe`e Street Līhu e, Kaua`i, Hawai`i On February 22, 2018

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1 SPECIAL MEETING OF THE BOARD OF DIRECTORS KAUAI ISLAND UTILITY COOPERATIVE Held at 4463 Pahe`e Street Līhu e, Kaua`i, Hawai`i On February 22, 2018 Call to order at 12:30 pm. MINUTES 1. Roll Call 1.1 Present: Directors Allan Smith (Chairman), Patrick Gegen, David Iha (via conference call), James Mayfield, Teofilo Tacbian, Jan TenBruggencate (Vice Chair), and Peter Yukimura (Treasurer); and David Bissell (President and CEO). A quorum of directors was present. 1.2 In attendance: Laurel Loo (General Counsel), Karissa Jonas (CFO), Maile Alfiler (Member Services Mgr.), and Pua Chin (Executive Administrator). 1.3 Excused: Directors Calvin Murashige (Secretary) and Dee Crowell 2. Approval of Agenda - The agenda was approved as circulated. 3. Public Testimony None. 4. Approval of Minutes 4.1 On a motion by Director TenBruggencate, seconded by Director Gegen, the minutes of the 1/30/2018 Regular and Executive Session were approved as circulated. 5. New Business. 5.1 Director Gegen made a motion to approve the following items action items which were discussed at the Tuesday, February 20, 2018 Regular Board meeting and deferred for action to today s meeting: Former Substation Land Sale (F&A, Action Item) PMRF Substation (F&A, Action Item) Corporate Performance Results (F&A, Action Item) Corporate Performance Targets (F&A, Action Item) Board Policy No. 11, Patronage Capital Credit Assignment and Retirement Management (Policy, Action Item) Board Policy No. 13, Community and Economic Development (Policy, Action Item) KIUC PAC (GRLA, Action Item) February 22, 2018 KIUC Board of Directors Special Meeting Minutes Page 1 of 9

2 5.2 Director Gegen then amended his motion to exclude approval of the 2017 Corporate Performance Results (4.1.3) and the 2018 Corporate Performance Targets (4.1.4) and take these up for decision making in Executive Session. 5.3 On a second by Director TenBruggencate the amended motion carried (Crowell and Murashige excused). IN FAVOR: Gegen, Iha, Mayfield, Smith, Tacbian TenBruggencate & Yukimura Total 7 OPPOSED: None Total 0 EXCUSED: Crowell, Murashige Total 2 6. Executive Session. At 12:35 pm, the Board entered into an Executive Session closed to the public on matters limited to those specified in Section II. A. 2. of Board Policy No. 16. The items to be discussed in the Executive Session are matters of a proprietary or financial nature, public disclosure of which could affect on-going or potential negotiations or legal or administrative proceedings and human resource issues related to the hiring, evaluating, dismissing or disciplining an officer or employee and a matter requiring legal consultation on issues pertaining to the powers, duties, privileges, immunities and liabilities of the Board of Directors. 7. Decision Making. 7.1 The open session of the Meeting was reconvened at 12:50 p.m. and upon the motion of Director TenBruggencate and the second of Director Mayfield, the following decisions made in Executive Session were ratified by all Directors present: The decision to approve the 2017 Corporate Performance Results The decision to approve the 2018 Corporate Performance Targets The decision to approve the CEO s 2017 annual evaluation. 8. Adjournment. 8.1 The meeting was adjourned by unanimous consent at 12:51 p.m. Kathleen Chin Recording Secretary February 22, 2018 KIUC Board of Directors Special Meeting Minutes Page 2 of 9

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