MOUNTAIN PARKS ELECTRIC, INC.

Regular Meeting of the Board of Directors

Granby, Colorado

February 08, 2024

8:00 A.M.

 

Attendance

Present: Liz McIntyre, Ryan Zorn, Justin Fosha, Ty Wattenberg, Cray Healy, Michael Sjobakken, Virginia Harman, Adam Paulson, Angie Wallace, Emily Meek, Joe Palmer, Aaron Street, Sue Henderson, Jodi King, and Attorney Levi Williamson attended in person.

Mark Volt entered the meeting at approximately 8:13 a.m.

Call to Order

President Liz McIntyre called the meeting to order at 8:02 a.m.

Determination of Quorum

A quorum was declared.

Public Comment

Patrick Brower and Merrit Linke with Grand and Jackson Enterprise Initiative provided an update on their initiative and the benefits it provides to Grand and Jackson County communities.

Brower and Linke left the meeting. 

CONSENT AGENDA

The Consent Agenda contained the following items:

Minutes of January 11, 2024, Meeting of the Board of Directors

Minutes of January 24, 2024, Special Meeting of the Board of Directors

Bills for Payment

MOTION: It was properly moved, seconded, and carried to approve the Consent Agenda as presented. 

Attorney Report

Attorney Levi Williamson referred to his summary written report.  He did not have anything else to report. There were no questions for Attorney Levi Williamson.

Manager’s Report

Manager Harman referred to her written report. Harman did not have anything else to report. There were no questions for Manager Harman.

New Business

Policy Review

Jodi King and Virginia Harman presented the policy review schedule and discussed moving from a two-year cycle review to a three-year cycle review. Policies that require a review once a year will remain on that schedule. There were no questions.

Action Items

Authorize Audit Committee

Liz McIntyre discussed how MPE has authorized the audit committee in the past. Discussion took place.

MOTION: It was properly moved, seconded, and carried to appoint the board of directors as the audit committee.

Budget Amendments

Virginia Harman presented a new formal process for budget amendments. Joe Palmer explained the fiber budget amendment request was due to 2023 supply chain and delivery issues. The material will now arrive in 2024.

MOTION: It was properly moved, seconded, and carried to approve the fiber budget amendment as presented.

Adam Paulson explained the radio budget amendment is due to the same 2023 supply chain and delivery issues as the fiber request. The material is now available and arriving in 2024.

MOTION: It was properly moved, seconded, and carried to approve the radio budget amendment as presented.

Emily Meek explained the Board budget amendment is due to the change in Policy D4 that was approved in the January 2024 meeting.

MOTION: It was properly moved, seconded, and carried to approve the Board budget amendment as presented.

Approve 2023 Write-off

Emily Meek presented that there will be no 2023 write-off this year.

Bylaw Amendments

Attorney Levi Williams presented the resolutions to amend the Articles of Incorporation and Bylaws and answered questions. After some discussion it was recommended to revise the resolutions consistent with the Board consensus.

President McIntyre recessed the meeting at 9:30 a.m. and reconvened the meeting at 9:45 a.m.

Establish Annual Meeting Record Date

Attorney Levi Williamson reported that the Bylaws state the record date for determining members entitled to notice of the Annual Meeting is 40 days before the annual meeting (“Notice Record Date”). This year, the Notice Record Date is March 18, 2024.  Williamson recommended establishing the date for determining members entitled to vote at the Annual Meeting on the same date.

MOTION: It was properly moved, seconded, and carried to approve March 18, 2024, to be the date of record for determining members entitled to vote at the Annual Meeting of members on April 27, 2024.

Tariff 205.01 Simple Service

Adam Paulson presented the changes in Tariff 205.01 removing the Simple Service charge from this section.

MOTION: It was properly moved, seconded, and carried to approve Tariff 205.01 as presented.

Electrify Everything

Viriginia Harman requested that the Board reinstate the Electrify Everything program contingent on receipt of RESP funds and staffing availability to administer the program.

MOTION: It was properly moved, seconded, and carried to reinstate the Electrify Everything program contingent on receipt of RESP funds and staffing availability to administer the program.

Bylaw Amendments Revised

Attorney Levi Williamson presented and reviewed the revised third resolution. Williamson presented the three resolutions related to amendments to the bylaws and articles of incorporation.   

MOTION: It was properly moved, seconded, and carried to approve the first resolution amending the MPEI bylaws as presented.

MOTION: It was properly moved, seconded, and carried to approve the second resolution, proposing an amendment to the MPEI Articles of Incorporation for approval by the members at the 2024 MPEI Annual Meeting as presented.

MOTION: It was properly moved, seconded, and carried to approve the third resolution, proposing amendments to the MPEI bylaws for approval by the members at the 2024 MPEI Annual Meeting as presented.

Executive Session

MOTION:  It was properly moved, seconded, and carried to go into executive session at 9:53 a.m. to discuss confidential member information regarding the Electrify Everything program and Fraser Valley Recreation. All directors, managers, Attorney Levi Williamson, and Jodi King were present for the entire executive session.   

MOTION: It was properly moved, seconded, and carried to exit executive session.

MOTION: It was properly, moved, seconded, and carried to approve option 1 for Fraser Valley Recreation and the Electrify Everything program as discussed in executive session. Directors Justin Fosha and Mark Volt voted no.

Operations and Engineering Report

Adam Paulson presented the Operations Report. Paulson reported on compliance and maintenance activities taking place this winter to ensure the safety of equipment to meet operational standards. He also reported on damage caused to fiber in Walden due to high winds and the installation of wind dampeners after the fiber is repaired in February. Sue Henderson reported on the Engineering report. Henderson discussed that preparation for the upcoming construction season and scheduled meetings with builders, contractors, developers, and towns is underway, in addition to improving internal processes, standards, and practices.

Finance Report

Emily Meek presented the Finance Report. Meek reported that MPEI’s margins for year-end are favorable by 4.66%. Meek reported that metering is seeing extended lead time on deliveries. She also reported that a new vendor has been set up allowing us to secure 300 additional terminating elbows.

Information Technology (IT) Report

Joe Palmer presented the IT Report.  Palmer reported adjustments were made to the training schedule and the Cyber Security training will be presented in March. IT is preparing for the new PCI 4.0 standard that will become effective in April 2024. Palmer discussed that there is a working connection of fiber between the Kremmling and Walden offices and that IT is working to get the equipment received, configured, and installed.

Human Resources, Safety, and Administration Report

Angie Wallace presented the Human Resources and Administration Report.  She provided an update on staffing and filling open positions. She presented the Safety Report.  There were no lost time accidents in January.

Member Relations and Communications Report

Aaron Street presented the Member Relations and Communications Report. Street reported that this is the second month for MPEI’s newsletter, Plugged In, and it is going well. He reported that MPEI’s grants coordinator has submitted applications for three grants, and they have all been approved. Street reported on the Clean Power Program and that MPE issued $23K in rebates for local renewable installations in 2023.

Board Open Forum, Association Reports, and Upcoming Events

Cray Healy reported that he attended the CREA annual meeting and board meeting. There is a free Visa workshop offered in September with two seats per coop available for those who are interested. Cray accepted an award for Raymond Gabriel for his Power Minute videos.

Mark Volt reported that he attended the Western United board meeting. Brand new transformers are currently backlogged 2 – 3 years, rebuilt transformers have a lead time of 32 – 33 weeks. Western United reported that they will do a better job of letting memberships know exact ship dates of elbows.

Ty Wattenberg expressed thanks to the Charitable Trust for their donation to the senior citizens in Jackson County.

CoBank sent a request for director candidates, there is no interest from the directors to run for this.  

Old Business

There was no old business to discuss.

Emergency Business

No emergency business.

President McIntyre recessed the meeting at 11:40 a.m. and reconvened the meeting at 12:19 p.m.

Executive Session

MOTION: It was properly moved, seconded, and carried to go into executive session for discussion regarding power supply, employee matters, and legal matters.  All directors were present for the entire session.  Virginia Harman was present for the entire session except for a portion regarding employee matters.  Attorney Williamson was present for the employee matters and legal matters.  Williamson left the meeting at 1:42 p.m. Emily Meek was present for the Power Supply portion.

MOTION: It was properly moved, seconded, and carried to exit executive session. 

The meeting adjourned at 2:36 p.m.