Minutes of the Regular Meeting June 28, 2012, Northwest Rural Public Power District Directors

The regular meeting of directors of Northwest Rural Public Power District was held in the Conference Room of the District June 28, 2012, at 1:00 p.m.
The meeting was called to order by the president, Gary Fuchser. Directors who answered the roll call were Bruce Troester, Gary Fuchser, Robert Rickenbach, Mike Van Buskirk, and Wayne Cobb. Lee Ahrens and Jim Johnson were absent.
Also present were Rolland Skinner, manager; Arlene Lahaye, office manager; Les Tlustos, consumer services; Ron Housh, planning engineer; Terry Curtiss, District Counsel, Phil Roselli, Dave Jarecke, Marjean Terrell, Rick Bridge, Joe Heiting, Jim Lambley, Lory Storm, Ang Gilchrist, Tessa and Barb Retzlaff, Justin, Amy and Sierra Passero.
The Open Meeting Law posting was acknowledged.
All votes are unanimous upon a roll call vote unless noted.
A motion was made by Wayne Cobb, duly seconded by Bruce Troester to accept the order of business as published and supplemented at this meeting; motion carried.
A motion was made by Bruce Troester, duly seconded Robert Rickenbach, that the minutes of the meetings held May 24th be approved as published and mailed to all directors on June 21, 2012. Mike Van Buskirk, nay; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; and Gary Fuchser, aye; motion carried.
A motion was made by Bruce Troester, duly seconded by Wayne Cobb to excuse Lee Ahrens’ absence; motion carried
Les Tlustos explained the scholarship program is administered by Northwest Rural. Tri-State G & T provides the funds for two $500 scholarships and Basin Electric provides the funds for one $1,000 scholarship. The recipients’ family must receive their power from Northwest Rural and all applications are reviewed by a selection committee.
Les informed the Board that Brett Erquiaga received a $500 Tri-State Scholarship. Sierra Passero was presented the second Tri-State Scholarship. Tessa Retzlaff was the recipient of the $1,000 Basin Electric Schorarship.
At 1:10 p.m. Tessa and Barb Retzlaff left the meeting along with Justin, Amy and Sierra Passero.
Rolland Skinner, manager, introduced Phil Roselli with Wilkinson Barker Knauer LLP (NPSIG Attorney). Mr. Roselli stated that his firm had filed on behalf of the NPSIG Group on September 28, 2009, claiming that the Nebraska systems have been systematically over charged for power provided by Tri-State for many years. Tri-States rates and revenue greatly exceed actual cost to Tri-State by a 2 – 1 factor. Mr. Roselli stated that one dividend from this litigation is the Tri-State 3X rate that will be effective January 2013. This rate will benefit the Nebraska systems to a small extent, but it does not close the gap on Tri-State’s revenue and what is being charged to the Nebraska systems.
Mike Van Buskirk made a motion to retain independent counsel specializing in employment law be retained to write an employment contract for the manager. This contract will contain clear legal and ethical requirements and will include measureable performance outcome. A discussion followed and Mr. Curtiss addressed the purpose of employment contracts. Bruce Troester seconded the above motion. No action taken.
Wayne Cobb made a motion to table the employment contract discussion until background information can be gathered and given to the Board for review. Mike Van Buskirk, nay; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; and Gary Fuchser, aye; motion carried.
Terry Curtiss stated that last month the discussion on the status of NADC litigation, and a question about involvement of DOM Coverage and issue if he had a conflict with representing the defendants with NADC and the Board. The liability carrier agreed that it would be appropriate to get separate counsel for the Board, if the Board desired.
Jim Johnson joined the meeting at 1:30 p.m.
A motion was made by Bruce Troester to go into an executive session to discuss the NADC litigation at 1:40 p.m. The motion was duly seconded by Robert Rickenbach. Mike Van Buskirk, abstain; Bruce Troester, aye; Jim Johnson, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.
Rolland Skinner, Les Tlustos, Arlene Lahaye, Ron Housh, Terry Curtiss, Phil Roselli, Mike Van Buskirk, Joe Heiting, Rick Bridge, Ang Gilchrist, Jim Lambley and Lory Storm left the meeting.
A motion was made by Bruce Troester, duly seconded by Robert Rickenbach to come out of executive session at 2:10 PM; Bruce Troester, aye; Jim Johnson, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.
All the afore mentioned rejoined the meeting.
A motion was made by Wayne Cobb duly seconded by Bruce Troester to retain Dave Jarecke as District Counsel for NADC litigation. Mike Van Buskirk, abstain; Bruce Troester, aye; Jim Johnson, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.
A motion was then made by Bruce Troester, duly seconded by Robert Rickenbach to waive conflict of interest for Terry Curtiss as counsel for Rolland Skinner and Les Tlustos in the NADC matter. Mike Van Buskirk, abstain; Bruce Troester, aye; Jim Johnson, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.
Terry Curtiss addressed the Board concerning publishing minutes of the meetings. There are no state statutes or legal requirements for a public power district to publish their minutes. Northwest is currently posting on the nrppd.com web site. Comment from the gallery that it is was too difficult for the elderly and those without computers to access the web site. A motion was made by Mike Van Buskirk to publish the approved minutes in the Chadron and Gordon newspapers. Wayne Cobb commented that the approved minutes would be two months out. Mr. Van Buskirk revised his motion to state unapproved minutes. The motion was duly seconded by Robert Rickenbach; motion carried.
Dave Jarecke left the meeting at 2:25 p.m.
Mike Van Buskirk stated that he felt that the board minutes did not have enough substance. Terry Curtiss stated what the purpose of the minutes was for. Mr. Curtiss would like to research and report back to the board on what should appear in the minutes of a public power. Wayne Cobb stated his experience with boards and board minutes and their intent.
The manager read the language from LB 436 that deals with REC’s and also from our agreements that customers have signed assigning their credit to Northwest Rural. Mr. Skinner spoke to Tri-State and Tri-State will buy the credits from Northwest Rural but not directly from the customers with co-generation. The explanation was accepted and we will continue to deal with the REC’s as in the past.
The manager handed out safety information from San Miguel Power Association. It deals with outage operating procedures for fire prevention during the existing drought conditions. A discussion followed and he asked for board approval to provide our customers with this information and to prevent miss interruption of information provided to customers. A motion was made by Wayne Cobb, duly seconded by Jim Johnson to approve providing safety and fire prevention information to Northwest Rural customers; motion carried.
The office manager reviewed the May Cash Flow. A discussion followed with a motion being made by Robert Rickenbach, duly seconded by Wayne Cobb to accept the May Financial Reports; motion carried.
Ron Housh reported to the Board that 90% of the dirt work has been completed at the Rush Creek Sub site. The cement work is scheduled for late this summer or this fall. The contractor is on site and is currently framing poles and should start stringing wire in about two weeks.
Ron Housh reviewed the bids that were received for the transformer for the Rush Creek Sub. He reviewed all the options and costs from each bid. A letter of recommendation from West Plains Engineering was read. West Plains recommends that of the three qualified bids it is their recommendation that NRPPD accept the SPX-Waukesha bid. A motion was made by Wayne Cobb, duly seconded by Bruce Troester to accept the bid as recommend by West Plains Engineering; motion carried.
Ron Housh informed the Board that we are experiencing some gassing in the Gordon Sub transformer. It currently is at 17 ppm and is up 3 ppm in the last sixty days. The transformer will be monitored every 30 days or more if needed.
Ron Housh reported that we did control at peak time and date which was May 26th at 8:30 PM with a peak of 29317 kW.
Wayne Cobb reported on the Tri-State Meeting. The board has started on the Capital Budget and they are still dealing with EPA and other regulatory issues.
Tri-State is working on the new products and services for 2013. Through May Tri-State is running under budget; however June through August will take the budget back up.
Ron Housh reviewed the May Safety and Training Report. The near miss, training and property damage that occurred were discussed. A motion was made by Bruce Troester, duly seconded by Wayne Cobb to accept the May Safety Report; motion carried.
A motion was made by Jim Johnson, duly seconded by Robert Rickenbach to go into an executive session at 3:47 PM to discuss NPSIG issues; motion carried. Ron Housh, Les Tlustos, Arlene Lahaye, Marjean Terrell, Wayne Cobb, Joe Heiting, Rick Bridge, Ang Gilchrist, Jim Lambley and Lory Storm left the meeting.
A motion was made by Bruce Troester, duly seconded by Mike Van Buskirk to come out of an executive session at 4:45 PM; motion carried. Les Tlustos, Arlene Lahaye, Marjean Terrell, Wayne Cobb, Joe Heiting, Rick Bridge, Ang Gilchrist, Jim Lambley and Lory Storm rejoined the meeting.
Robert Rickenbach stated that the NRD is planting trees under a line across from his place. Rolland Skinner said that he, Russ or Ron would talk to NRD.
The President opened the floor up for public comment.
1. Jim Lambley: Criticized board minutes – too vague. Wants minutes published. Wants Agenda prior to meeting and placed on web site. Wants Rolland’s wage. Wants board meetings streamed to web site.
2. Rick Bridge: Not open enough.
3. Lory Storm: Board attacks; Mr. Curtiss is aggressive, hostile and defensive
4. Ang Gilchris: Wants board members terms. Wants list of board members
5. Joe Heiting: Wanted to know why the attorney spoke for the Board.
Wayne Cobb explained the circumstances that brought Northwest Rural to this point. Gary Fuchser stated that the Board wants Mr. Curtiss, legal counsel, to answer legal questions. Gary Fuchser also commented on his letter to the Editor in the Sheridan County Journal Star.
There being no further business to come before the Board, the President declared the meeting adjourned at 5:25 p.m.
Approved: President
Signed: Secretary
Published: July 18, 2012

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