Minutes of the Regular Meeting NRPPD Board of Directors, June 27, 2013, Unapproved

The regular meeting of directors of Northwest Rural Public Power District was held in the Conference Room of the District June 27, 2013 at 1:00 P.M.

The meeting was called to order by the president, Robert Rickenbach.  Directors who answered the roll call were Gary Fuchser, Mike Van Buskirk, Wayne Cobb, Robert Rickenbach, Lee Ahrens, Jim Johnson, and Bruce Troester.

Also present were Rolland Skinner, manager; Arlene Lahaye, office manager; Russ Reichenberg, line superintendent; Ron Housh, planning engineer; and Terry Curtiss, District Counsel.

The Open Meeting Law posting was acknowledged. 

All votes are unanimous upon a roll call vote unless noted.

A motion was made by Gary Fuchser, duly seconded by Mike Van Buskirk to accept the order of business as amended at this meeting; motion carried.

A motion was made by Wayne Cobb, duly seconded Lee Ahrens, that the minutes of the meeting held May 30th be approved as published and mailed to all directors on June 21st; motion carried.

Rolland Skinner introduced Dan Brunning to the Board.  Mr. Brunning is with NRECA’s Executive Search, and he addressed the Board on the process of hiring a manager.  NRECA has a network of candidates and has in place a screening process of applicants.  The entire process could take six to seven months or longer to screen, interview and hire a manager.

A motion was made by Mike Van Buskirk, duly seconded by Wayne Cobb to go into an executive session at 1:55 PM to discuss manager search with Dan Brunning; motion carried.  Rolland Skinner, Arlene Lahaye, Russ Reichenberg, Ron Housh left the meeting.

A motion was made at 2:20 PM by Gary Fuchser, duly seconded by Mike Van Buskirk to come out of executive session; motion carried.

Rolland Skinner, Arlene Lahaye, Russ Reichenberg, and Ron Housh rejoined the meeting.

Dan Brunning left the meeting at 2:30 PM.

A motion was made by Mike Van Buskirk, duly seconded by Wayne Cobb to retain NRECA (Dan Brunning) for the manager search process; motion carried.

The office manager reviewed the May Cash Flow report, graphs on purchased and sold power, demand and cash flow were reviewed.  A motion was made by Bruce Troester, duly seconded by Mike Van Buskirk to accept May financial reports; motion carried.

Rolland Skinner discussed the activity with the Tri-State A37 rate in New Mexico.  Tri-State has removed their challenge in order to focus on the 2014 rate.  It appears that Tri-State is agreeing to charge a different rate in New Mexico; not sure of all of the legal implications.

Rolland then discussed the proposed change to Tri-State’s By-Laws as outlined in a letter from Brad Gaskill, Poudre Valley REA.  The changes propose an Alternative Dispute Resolution (ADR) process be added to the By-Laws.  Mr. Gaskill states that an ADR would make a great deal of sense and that ADR is a common part of most business contracts and Tri-State members should have access to ADR.  Rolland asked that our Board support Poudre Valley’s suggestion on the Tri-State By-Law change for an ADR.  Rolland read the letter addressed to Brad Gaskill in support of his suggestion.  A motion was made by Wayne Cobb, duly seconded by Gary Fuchser to have our president sign the proposed letter and send it to Mr. Gaskill; motion carried.

Rolland Skinner reviewed the proposed changes to Policy 0-38, Qualified Distributed Generation Facilities.  The changes deal with distributed generation facilities that are not at an existing location.  A discussion was held on changes and also on PURPA rules and regulations.  It was decided that we should look into the PURPA rules and regulations further and how they would apply to public power.  A motion was made by Gary Fuchser, duly seconded by Jim Johnson to approve the proposed changes to Policy 0-38; Lee Ahrens, aye; Mike Van Buskirk, nay; Bruce Troester, aye; Jim Johnson, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.

Ron Housh reported on the construction projects.  The contractors are working on the Tiensvold project and the wire should be strung by the end of next week and complete by mid July.  The contractors will then move down and finish the last project at rolling Meadow, approximately three miles of line.  We will pick up eight more wells for a total of 2600 horsepower. 

The Rush Creek Sub was energized on June 3, we did have some difficulty with phasing but that has been resolved and the substation is in phase with the rest of our system.

Ron reviewed the costs for the substation and the tie line.  At this point the Rush Creek sub cost is $1.4 million and we budgeted $1.3 million, approximately an 8% difference.  The Tie Line is at $790 thousand and we budgeted $722 thousand, approximately a 9.4% difference.

We are still working on getting SCADA into the Rush Creek Sub so we can monitor the substation remotely.  Currently there is 3,000 kW on the Rush Creek Sub.

Rolland Skinner reviewed the 2012 Audit report provided by Schmidt and Company with the Board.  Our depreciated plant increased by $2,914,028 in 2012 and our cash and cash equivalents decreased by $1,146,698.  Our  equities in other organizations (capital credits) increased by $231,232. Auditors commented that they noted no matters regarding Northwest Rural Public Power District’s internal control over financial reporting and its operation that they consider to be a material weakness.  A discussion was held and a motion was made by Bruce Troester, duly seconded by Mike Van Buskirk to accept the 2012 Audit preformed by Schmidt and Company with Resolution 2-2013; motion carried.

RESOLUTION 2-2013

Acceptance of Audit Report

WHEREAS, a report of the audit of this District’s books of account and related records for the calendar year of 2012, made by Schmidt and Company, Certified Public Accountants, was presented to and received by the Board of Directors of the District; and

WHEREAS, the Directors find the report completed, in sufficient detail, and otherwise satisfactory; now therefore be it hereby

RESOLVED, that the Directors of the Northwest Rural Public Power District accept the audit report as presented; said report covering the audit report as presented; said report for the calendar year of 2012; and

BE IT FUTHER RESOLVED, that a copy of said report be filed in Exhibit Book.

The proposed Policy 0-42, Long Term Disability (LTD) was presented to the Board.  The policy outlines eligibility for LTD and benefits that would be available to a disabled employee.  A motion was made by Mike Van Buskirk, duly seconded by Gary Fuchser to approve Policy 0-42; motion carried.

The office manager presented the following resolution for the CFC Power vision Loan to the Board for approval:

3-2013

CERTIFICATE OF RESOLUTIONS AND INCUMBENCY 

I, Lee Ahrens, do hereby certify that (i) I am the Secretary of NORTHWEST RURAL PUBLIC POWER DISTRICT (hereinafter called the “Cooperative”); (ii) the following are true and correct copies of resolutions duly adopted by the board of directors of the Cooperative at a meeting held on June 27, 2013; (iii) the meeting was duly and regularly called and held in accordance with the articles and bylaws of the Cooperative; (iv) the Cooperative is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and there is no pending or contemplated proceeding for the merger, consolidation, sale of assets or business or dissolution of the Cooperative; (v) forms of the loan documents were submitted to the meeting and were authorized by the board of directors to be executed; (vi) none of the following resolutions has been rescinded or modified as of this date; and (vii) the persons authorized below have been duly elected or appointed to their respective positions and occupied such positions on the date of actual execution of the loan documents: 

RESOLVED, that the Cooperative borrow from National Rural Utilities Cooperative Finance Corporation (CFC), from time to time as determined by the officers or proper persons designated by the board of directors of the Cooperative, an aggregate amount not to exceed Ten Million and 00/100 U.S. Dollars ($10,000,000.00), as set forth in the loan agreement with CFC governing such loan, substantially in the form of the loan agreement presented to this meeting (the “Loan Agreement”); and 

RESOLVED, that the proceeds of this loan be used for the purpose set forth in the Loan Agreement; and 

RESOLVED, that the individuals listed below are hereby authorized to execute and to deliver to CFC the following documents (including as many counterparts as may be required): 

a) the Loan Agreement; and 

b) one or more secured promissory notes payable to the order of CFC, which in the aggregate shall not exceed the principal amount of $10,000,000.00, substantially in the form of the note presented to this meeting. 

RESOLVED, that each of the following individuals is hereby authorized in the name and on behalf of the Cooperative to execute and to deliver all such other documents and instruments as may be necessary or appropriate, to make all payments, to execute any future amendments to said Loan Agreement as such individual may deem appropriate within the amount of the promissory notes so authorized herein and to do all such other acts as in the opinion of such authorized individual acting may be necessary or appropriate in order to carry out the purposes and intent of the foregoing resolutions:

Office or Title, Name (typed or printed)

President, Robert Rickenbach

Vice President, Jim Johnson

Secretary, Lee Ahrens

Treasurer, Bruce Troester

A discussion followed with a motion being made by Gary Fuchser, duly seconded by Mike Van Buskirk to approve Resolution 3-2013; motion carried.

Russ Reichenberg reviewed the Safety Report for May.  A discussion was held on the vehicle accident that occurred.  Incidents involving non-NRPPD personnel were discuss along with the training that occurred for the month of May.   A motion was made by Wayne Cobb, duly seconded by Jim Johnson to accept the May Safety Report; motion carried.  

Russ also informed the Board of the copper theft at our Scott portable sub and at the Dunlap sub.  Both incidents were reported to the authorities and they checked local hospital for anyone with electrical burns.  Discussion was held on the danger involved with cutting copper in or around high voltage areas.  Our crew has been instructed that before entering a substation day or night check all grounds to make sure they are intact.

Russ stated that he and Terry Curtiss are still working with Verizon on details on the Gordon tower upgrade.

The sheeting is on the roof at the Crawford building and they are working on inside walls getting them ready for electrical.

We are still working on fire repairs and we are finishing lines north of Metcalf about a mile.  Everything left is in Metcalf and that’s approximately 30 – 40 poles.  There are approximately 40 -55 poles still in Dawes County that need to be replaced.  All lines are up and all services are installed even though customers said last fall they wouldn’t need them.  With the rain and the grass that is available the stockwells were needed.

Russ reported on the tornados last month.  One was south of Chadron on the Table and one was south of Gordon.  We lost approximately 13 poles.

Gary Fuchser, Russ Reichenberg and Wayne Cobb will plan to attend the August NREA meeting in Scotsbluff.

At 4:40 PM a motion was made by Wayne Cobb, duly seconded by Gary Fuchser to go into an executive session and move the session to the manager’s office to discuss NADC issues. Lee Ahrens, aye; Mike Van Buskirk, abstain; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.  Mike Van Buskirk, Ron Housh, Russ Reichenberg and Arlene Lahaye left the meeting.

At 4:50 PM Mike Van Buskirk and Arlene Lahaye rejoined the meeting.

At 4:51 PM those in the executive session returned to the conference room and a motion was made by Bruce Troester, duly seconded by Jim Johnson to come out of executive session.  Lee Ahrens, aye; Mike Van Buskirk, abstain; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.

At 4:53 PM a motion was made by Bruce Troester, duly seconded by Jim Johnson to call an executive session to discuss NPSIG issues and move the meeting to the manager’s office.  Mike Van Buskirk, aye; Bruce Troester, aye; Lee Ahrens, aye; Wayne Cobb, abstain; Robert Rickenbach, aye; Gary Fuchser, abstain; Jim Johnson, aye; motion carried.  Wayne Cobb, Gary Fuchser, and Arlene Lahaye left the meeting.

At 5:45 PM the meeting returned to the conference room and Arlene Lahaye rejoined the meeting.

At 5:46 PM a motion was made by Bruce Troester, duly seconded by Mike Van Buskirk to come out of executive session. Mike Van Buskirk, aye; Bruce Troester, aye; Lee Ahrens, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, absent; Jim Johnson, aye; motion carried.

There being no further business to come before the Board, the President declared the meeting adjourned at 5:50 P.M.. 

Approved: President

Signed: Secretary

Published: July 17, 2013