MOUNTAIN PARKS ELECTRIC, INC.
Regular Meeting of the Board of Directors
Granby, Colorado
March 9, 2023
8:00 A.M.
Attendance
Present: Liz McIntyre, Cray Healy, Mark Volt, Justin Fosha, Michael Sjobakken, Mark Johnston, Virginia Harman, Adam Paulson, Rob Taylor, Adam White, Angie Wallace, Emily Meeks, and Attorney Levi Williamson attended in person. Kristen Taddonio and Carl Trick attended remotely by video or telephone. Taddonio entered the meeting via video conference at 10:37 a.m.
Call to Order
President Liz McIntyre called the meeting to order at 8:00 a.m.
Determination of Quorum
A quorum was declared.
Preliminary Audit Report
Randy Robbins, partner in charge of MPEI’s 2022 audit, entered the meeting via video conference. Robbins reported on the preliminary results of the audit. Robbins left the meeting.
Manager’s Report
Mark Johnston presented the Manager’s Report.
Johnston reported on the status of the Cloudbreak community solar project. Johnston reported that Tri-State filed an amendment at the Federal Energy Regulatory Commission (“FERC”) to the Contract Termination Payment (“CTP”) withdrawal procedure that would assess penalties on Tri-State members that give notice of withdrawal and fail to withdraw. Three Tri-State members, including MPEI, objected to the filing and requested that it be rejected. Johnston joined United Power’s objection on behalf of MPEI. The filing asks the FERC to reject the filing or, in the alternative, to reject the retroactive application of the procedure to members that have already submitted notice of intent to withdraw. Johnston reported on his meeting with Tri-State and other Tri-State members regarding the partial requirements settlement at the FERC. The Federal Emergency Management Agency (“FEMA”) approved MPEI’s changes to the HWY 125 rebuild project. MPEI is still working to obtain approval of proposed changes to the Trail Creek project. Johnston reported that four nomination petitions have been checked out by potential candidates for the District 1 director election. Three of the four petitions have been returned with the required number of signatures.
Safety Report
Adam White presented the Safety Report. There were no lost-time accidents. There was one injury accident and one property damage accident in February. White reported on corrective actions taken in response to the accidents. He also reported on compliments MPEI received from members. MPEI and MPEI employees donated to the family of a fallen lineman in Ohio.
Discussion & Action Items
West Grand Education Fund Request
Liz McIntyre presented a request from the West Grand Future Business Leaders of America (“FBLA”) for donations to help with the cost of a trip to Japan.
MOTION: It was properly moved, seconded, and carried to donate $5,000.00 out of the Education Fund to the West Grand FBLA, with the money to be divided equally among the students. Carl Trick voted no.
Rural Energy Savings Program
Attorney Williamson updated the Board on the status of the RESP loan program documents.
Policy D-3 Conflicts of Interest
The Board reviewed revised Policy D-3.
MOTION: It was properly moved, seconded, and carried to approve Policy D-3 as presented.
Policy D-4 Directors’ Attendance at Meetings and Compensation
The Board reviewed Board Policy D-4. The Board directed staff to revise the policy and to bring it back for approval at a future meeting.
Policy D-6 Replacement of Directors
The Board reviewed Board Policy D-6. The Board directed staff to revise the policy and to bring it back for approval at a future meeting.
Policy D-7 Director Search and Selection
The Board reviewed Policy D-7. The Board did not act regarding Policy D-7.
Date of Record for Annual Meeting and Director Election
MOTION: It was properly moved, seconded, and carried to establish April 3, 2023 as the date of record for the 2023 Annual Meeting of Members and the election of directors, including any runoff election.
Election Supervisory Committee
Rob Taylor presented a list of MPEI members for consideration as members of the election supervisory committee.
MOTION: It was properly moved, seconded, and carried to appoint the following persons to the election supervisory committee: Karen Raymond, Bill Tomasek, and Bob Saint, and the following persons as alternates: Susan Volk, John Weninger, and Tara Walker.
Education and Community Fund
Liz McIntyre presented draft guidelines for the Education and Community Fund. The Board discussed the guidelines and directed staff to develop written procedures consistent with the discussion.
Strategic Planning
The Board reviewed the agenda for the Strategic Planning session scheduled for April 18-19 in Granby.
Tri-State Annual Meeting Delegate
MOTION: It was properly moved, seconded, and carried to appoint Virginia Harman as MPEI’s delegate to the Tri-State Annual Meeting of Member Systems and Kristen Taddonio as the alternate.
President McIntyre recessed the meeting at 9:31 a.m. and reconvened the meeting at 9:50 a.m.
Minutes
The Board reviewed minutes from the February 9, 2023, meeting.
MOTION: It was properly moved, seconded, and carried to approve the minutes for the February 9, 2023, board meeting as presented.
Attorney Summary Fees Report
The Board reviewed Attorney Williamson’s fees summary report for February 2023.
Ratification of Deferral of $1.5 million 2022 Margins
The Board approved deferral of $1 million in 2022 margins at the February meeting. Because MPEI’s revenue deferral plan required recognizing $500,000 of deferred revenue in 2022, deferral of $1 million would have resulted in a deferred revenue balance of $2 million. Mark Johnston reported that staff deferred $1.5 million of 2022 margins based on his understanding that the Board intended to increase MPEI’s deferred revenue balance to $2.5 million. The Board agreed that the intent was to defer enough revenue to increase the balance to $2.5 million.
MOTION: It was properly moved, seconded, and carried to ratify the deferral of $1.5 million of 2022 revenue.
Ratification of Energy Smart and CARES Budget Items approved at the February 9, 2023 Meeting
The Board reviewed the budget adjustments made at the February 9, 2023 meeting, allocating up to $28,000 from the 2023 budget to the CARES program and up to $8,000 for Energy Smart, contingent on annual reporting to the board.
MOTION: It was properly moved, seconded, and carried to ratify the budget adjustments approved at the February 9, 2023 meeting.
Ratification of Revisions to General Manager Employment Agreement
Tabled to allow for discussion in executive session.
Operations and Engineering Report
Adam Paulson presented the Operations and Engineering Report. MPEI is seeing twice the normal number of subdivision plats. MPEI is experiencing long lead times on conductor wire. Battery failures are causing issues with MPEI’s AMI system. Paulson provided an update on the fiber backbone project. MPEI’s Highway 125 project change request was approved after five months at FEMA. Paulson and MPEI staff are working with the State of Colorado on changes to the Trail Creek project before submitting those changes to FEMA for approval.
Finance Report
Emily Meeks presented the unaudited 2022 year-end financials and 2023 financials through January.
Information Technology (IT) Report
The Board reviewed the written IT Report.
Human Resources and Administration Report
Angie Wallace presented the HR and Administration Report. Wallace reported on new employees and other personnel matters.
Kristen Taddonio entered the meeting at 10:37 a.m. via zoom.
Member Relations and Communications Report
Rob Taylor presented the Member Relations and Communications Report. Taylor reported on the meeting between Winter Park Ski Resort, Taylor, and Cray Healy. The Resort updated Taylor and Healy on the expected increase in EVs. The Resort representatives asked MPEI to reduce or eliminate demand charges in any new Power Purchase Agreement.
Bills for Payment
The Board reviewed bills for payment in February.
Board Open Forum and Associated Reports
Cray Healy attended the Colorado Rural Electric Association (CREA) Board of Directors meeting. CREA directors gave positive reviews of CREA’s safety training and education and some expressed disagreement with CREA’s lobbying efforts.
Liz McIntyre reported on her attendance at the Western United Electric Annual Meeting.
Carl Trick reported on his attendance at the regular meeting of the Tri-State Board of Directors. After discovering an accounting error in the 2022 financials, Tri-State recognized an additional $10 million from deferred revenue. WAPA is receiving public comments regarding joining an RTO. The final vote by the Tri-State Board on the new rate design is scheduled for June 5, 2023.
Kristen Taddonio reported that the Colorado Energy Code will likely require new homes to be EV charger and electric heat “ready.”
Liz McIntyre reported on her attendance at the CREA Annual Meeting and education courses.
McIntyre reported on her attendance at the meeting of the Colorado Energy Bill Relief Working Group.
McIntyre is working with staff to determine the cost to offer driver’s education in MPEI’s territory.
McIntyre encouraged MPEI Directors to attend at least two MPEI community events each year.
Old Business
No Old Business.
New Business
No unnoticed new business.
Emergency Business
Appoint Treasurer
Former director Jeff Hauck was MPEI’s Treasurer.
MOTION: It was properly moved, seconded, and carried to appoint Cray Healy as the Treasurer.
Appoint Acting Secretary
Kristen Taddonio is MPEI’s Secretary. She is currently not available to perform secretarial duties.
MOTION: It was properly moved, seconded, and carried to appoint Justin Fosha as the acting Secretary during Kristen Taddonio’s absence.
RUS Resolution
Virginia Harman presented RUS Resolution regarding RDUP Form 674.
MOTION: It was properly moved, seconded, and carried to approve the resolution as presented.
Executive Session
MOTION: It was properly moved, seconded, and carried to go into Executive Session for consideration of power supply, ongoing litigation, and personnel matters. All directors present at the meeting were present for all of the executive session. Mark Johnston and Virginia Harman were present for all topics except the personnel discussion. Attorney Williamson was present for the entire executive session.
President McIntyre recessed the meeting during executive session for lunch at 11:50 a.m. and reconvened at 1:11 p.m.
MOTION: It was properly moved, seconded, and carried toviv exit executive session.
MOTION: It was properly moved, seconded, and carried to ratify the General Manager’s employment agreement as negotiated and executed by President McIntyre.