POLICY A-1: MPEI EDUCATION FUND

To provide a source of funds for the promotion of the educational and public welfare of persons residing in or projects located within the Cooperative service territory. 

The Board of Directors shall oversee the administration of the MPEI Education Fund with a goal to provide funding to enhance the education and public welfare of the residents of the Cooperative territory. 

The Fund shall be administered in compliance with all applicable laws and regulations, including C.R.S. 7-55-107(2).  

The Board of Directors will be responsible for the administration and compliance of this policy.  

POLICY A-2: MPEI CHARITABLE TRUST

To provide a source of funds for charitable assistance throughout the Cooperative service territory. 

In accordance with the terms and conditions of the trust agreement with Mountain Parks Electric Inc. Charitable Trust, the Cooperative will provide certain administrative, fund collection, fund disbursement, general accounting, publicity, and other management Services for the Fund. 

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY A-3: MOUNTAIN PARKS SERVICES

To provide the Cooperative a legal entity to conduct any lawful business except the provision of retail electric service in the geographic territories now or hereafter exclusively served by the Cooperative as a provider of retail electric service. 

In accordance with the terms and conditions of the Agreement for Management and Other Services with Mountain Parks Services Inc. the Cooperative will provide certain administrative, fund collection, fund disbursements, general accounting, and other management services for Mountain Parks Services.  

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY A-4: POLICY FORMATION AND APPROVAL

To initiate, formulate, adopt, distribute, and review written policies which will establish necessary guidelines for the efficient and proper conduct of the Cooperative’s business and affairs and to provide for continuity of action in the management of the Cooperative. 

The written policies will consist of five categories as follows: 

  1. Administrative: Those policies that deal with general administration of the affairs of the Cooperative. 

  1. Business Functions: Those policies that relate to the ongoing business functions for the management of the cooperative. 

  1. Communications: Those policies that pertain to communications.  

  1. Directors: Those policies that define the responsibilities, authority and accountability of the Board of Directors.  

  1. Employees: Those policies that establish interpretation and understanding of employee benefits, safety rules, working hours and other conditions of employment as from time to time will be established.     

   The written format of each policy will set forth clearly and concisely: 

1. POLICY SUBJECT 

2. EFFECTIVE AND REVISION DATES 

3. POLICY OBJECTIVES  

4. POLICY CONTENT 

5. POLICY RESPONSIBILITY 

  1. The Board, General Manager and Department Managers will review all policies on a scheduled monthly basis and, as necessary, present any proposed changes to the Board of Directors. All policies shall be reviewed biannually. 

Policies may be taken out of sequence for timely review.  

  1. All proposed policies and policy changes will be reviewed by the Cooperative’s Attorney prior to being submitted to the Board of Directors for approval. 

  1. The Board of Directors will approve all written policies. 

  1. Copies of all policies adopted by the Board will be distributed and maintained on a current basis for each member of the Board and staff in a systematically indexed policy manual.  

  1. In the event there is a conflict between any policy and the law, the Bylaws, the Articles of Incorporation, or the Rules and Regulations of a regulatory agency, the law, Bylaws, Articles of Incorporation, or such Rules and Regulations will prevail over the policy.  

The Board of Directors will be responsible for the administration and compliance of this policy. 

POLICY A-5: TREATMENT OF INQUIRY/OFFER TO ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE COOPERATIVE'S ASSETS

To establish an outline of procedures and due diligence determinations that must be followed in the event of receipt of an inquiry or offer to acquire all or substantially all of the Cooperative’s assets by purchase, merger or consolidation; to minimize the costs and disruption to the Cooperative involved in undertaking repeated due diligence reviews, and to assist the Board of Directors to carry out their duties to the Cooperative, in the best interests of the Cooperative and its members.

A.  Communication With the Board

If any inquiry or offer is received by the Cooperative, or any representative of the Cooperative, the representative receiving the inquiry or offer, the President and the General Manager will confer immediately; and the President and General Manager will inform the Board of Directors of the inquiry or offer  as soon as practical to do so.

B. Determination Of A Valid Inquiry Or Offer

The Board of Directors will consider any inquiries or offers which meet the criteria in paragraph one below.

1.  The inquiry or offer must disclose the identity of the person, corporation or other entity submitting the inquiry or offer (the "Interested Party") and be executed by an authorized representative of the Interested Party.

     a.  The inquiry or offer must contain the names, addresses and telephone numbers of persons representing the Interested Party with whom the Board may communicate, and from whom the Board may secure authoritative answers regarding the inquiry or offer.

     b.  The inquiry or offer must provide that the Interested Party will not issue any press releases or discuss the inquiry or offer with the media without prior written consent of the Cooperative.  The inquiry or offer must contain a provision that the Interested Party will refrain from issuing statements or advertising regarding the offer.

     c.  The inquiry or offer must not be in direct conflict with the terms of the Cooperative’s Articles of Incorporation, Bylaws, mortgage or loan agreements, the Cooperative’s wholesale power supply contract with Tri-State Generation and Transmission Association, Inc., other contracts to which the Cooperative is a party, this Policy, or any applicable law or policy.

     d.  In light of the expense involved in evaluating and responding to an inquiry or offer, the Board may require an amount to be paid into escrow before considering the inquiry or offer to be valid.  The amount will be acceptable to the Cooperative and will be no greater than 10% of the amount of the inquiry or offer.  The terms of the escrow agreement will be negotiated between the Interested Party and the Cooperative prior to evaluation of the inquiry or offer by the Cooperative.  The escrow account may be used to pay for all costs (including managerial, accounting, engineering and legal) of studies, reviews, analyses and appraisals by and for the Cooperative in its evaluation of the inquiry or offer.

2.   If an inquiry or offer is received by the Cooperative, or any representative of the Cooperative, which does not meet the above criteria for a valid inquiry or offer, it will be rejected without consideration.  The recipient of such inquiry or offer will notify the person, corporation or entity submitting the inquiry or offer that pursuant to the terms of this policy, the Board of Directors, on behalf of the Cooperative, will respond only to inquiries or offers that comply with the terms of this policy.

3.   If at any time it is determined that a valid inquiry or offer is not in the best interests of the Cooperative or its members, it will be rejected by the Board and the Interested Party will be notified of the rejection and the reasons for the rejection.  The Interested Party may submit additional information in support of the inquiry or offer, for consideration by the Board, within a reasonable period of time following its rejection.

C.  Procedure For Consideration Of A Valid Inquiry Or Offer

Upon determination that an Inquiry or Offer is valid, the Board will:

1.  Designate an individual or individuals from the Cooperative to receive all communications, including telephone calls and written communications from the Interested Party and the media.  This individual or individuals will understand and follow this Policy, but not have authority to bind the Board or the Cooperative on any matter regarding the Inquiry or Offer.

2.  Enter into a confidentiality agreement with the Interested Party providing that all information provided by the Cooperative and all information received from the Interested Party will remain confidential and not subject to any media, member or public disclosure without prior written mutual agreement.

3.  Obtain such independent appraisals as may be appropriate concerning the value of the Cooperative and/or its assets.  The appraisal should use commonly accepted evaluation methods.  In the event of a merger or consolidation, an appraisal of values will be obtained of the Interested Party.

4.  Request detailed information from the Interested Party, such as annual reports, tax returns and Form 10k filings dating back at least five (5) years, full copies of all relevant audits, internal planning documents, tariffs, rules and regulations, administrative, management and Employee policies, internal planning documents, union contracts; a current stockholder or member list, a list of all pending court and administrative proceedings, a list of any claims which the Interested Party could reasonably foresee could result in a court or administrative proceeding, and any relevant operations manuals, engineering studies, environmental studies, construction plans and environmental impact statements or Borrower's Environmental Reports.

5.  Obtain a comparison of the Cooperative's and the Interested Party's present and reasonably foreseeable future rates, fees and charges, including service extension requirements and other service rules and regulations, adequacy and reliability of service, and any other considerations relevant to the provision of electric service; a 10 year Financial Forecast will be made by qualified independent auditor.

6.  Obtain a comparison of the Cooperative's and the Interested Party's historic, present and reasonably foreseeable future support of and participation in the improvement of the communities that they serve.

7.  Request the Interested Party to submit a written opinion prepared by a qualified Tax Attorney or Accountant on the potential tax liabilities of the transaction to the Cooperative and its members.

8.  Undertake any other investigations, studies or comparisons which the Board considers relevant to its evaluation of the Inquiry or Offer.

9.  Notify the other parties to any "First Right of Refusal Agreement" such as the Tri-State System Compact, that the Board is in the process of evaluating a valid Inquiry or Offer.

10.  Evaluate the Inquiry or Offer in accordance with the terms of this Policy, considering the evaluation criteria set forth in this Policy and any other criteria, which the Board deems relevant.

D.  Evaluation Criteria

As provided in this Policy, the Board may consider any criteria, which the Board deems relevant in its evaluation of an Inquiry or Offer.  To the extent practicable, and so long as not inconsistent with the best interests of the members, the Board will consider each of the following criteria:

1.  Whether the Inquiry or Offer is in the best interest of the Cooperative's present and future members.  In determining whether the Inquiry or Offer is in the members' best interests, the Board should consider both economic and non-economic matters, both at the present time and for the reasonably foreseeable future.  In considering an Inquiry or Offer to consolidate or merge with another electric cooperative, the consideration will include but not be limited to whether the Inquiry or Offer is likely to:

     a. Contribute to greater operating efficiency and financial soundness;

     b. Mitigate high electric rates and or rate disparity;

     c. Help the Cooperative to diversify its loads or otherwise hedge risks;

     d. Have beneficial effects on rural economic development in the service territory, such as diversifying the economic base or alleviating unemployment; and

     e. Provide other benefits consistent with the purpose of the Rural Electrification Act.

2.   The results of the independent appraisals concerning the fair value of the Cooperative and/or the Interested Party.  Although the Board will consider all such information and opinions, it will have the final responsibility to make the Cooperative's official determination of value and of whether acceptance of the Inquiry or Offer is in the best interests of the Cooperative and its members.

3.  Whether the Inquiry or Offer is in compliance with all applicable laws, regulations and requirements of the Cooperative's Articles of Incorporation, Bylaws and Policies.

4.  Whether the Inquiry or Offer complies with all the requirements of the Cooperative's mortgage and loan documents.

5.  Whether the Inquiry or Offer is in compliance or would allow the Cooperative to comply with all contractual obligations with other parties, including Tri-State Generation and Transmission Association, Inc.

6.  Whether rates, fees and other charges, and service rules and regulations of the Interested Party will be at least equivalent to, or better than, those of the Cooperative, both at the time of the Inquiry or Offer and for the reasonably foreseeable future, but for a minimum of five (5) years.  In evaluating rates, the Cooperative's deferred patronage dividends will be taken into account.  In addition, the Board should consider how the members' rates may be impacted in the future by the cost of the acquisition.

7.  Whether the Interested Party's electric service would be at least as reliable as that provided by the Cooperative at the time of the Inquiry or Offer and as projected into the reasonably foreseeable future.

8.  Whether other service functions affecting the members would be at least as good as those afforded by the Cooperative.

9.  Whether the Interested Party is financially able to consummate the Inquiry or Offer.  The Board should also consider the source and feasibility of the proposed financing.

10. Whether the Interested Party would continue or enhance the Cooperative's community involvements.

11. Such other criteria as the Board may deem appropriate for consideration as part of its due diligence.

E.   Procedure Following Evaluation

If, after evaluation, a two-thirds (2/3) majority of the full Board as defined in the Bylaws, determines that the sale, lease, merger or other acquisition proposed by the Inquiry or Offer may be in the best interests of the Cooperative and its members, the Board will:

1.  Notify the interested Party of the Board's intent to further pursue the transaction or amended transaction as countered by the Cooperative, subject to written agreement by the Interested Party to the following minimum terms and conditions:

     a. That the Cooperative is released from or otherwise satisfies its Wholesale Power Contract; with Tri-State Generation & Transmission Association.

     b. That the transaction is contingent upon the Cooperative's compliance with any "First Right of Refusal Agreement".

     c. That any adverse tax impacts upon the Cooperative as an entity and its present and former members will be minimized to the extent practicable.

     d. That all existing full time Employees of the Cooperative are offered continued employment under terms to be established by the Board of Directors.

     e. That the Interested Party will indemnify and hold harmless any Employees, Directors, Officers, agents, servants, Attorneys, accountants, consultants, representatives, affiliates, subsidiaries and insurers of, and all others acting in privity with, the Cooperative for any actions taken in connection with the Inquiry or Offer.

     f.  That the total consideration for the transaction will be paid directly to the Cooperative or its account; provided, that an Inquiry or Offer of merger or consolidation may provide for acquisition of stock, or other capital investment in the surviving or new entity, by the Cooperative's members in exchange for their deferred patronage dividends and membership.

     g.  That the transaction will become void if all regulatory and contractual approvals are not obtained within a reasonable time after member approval.

2.  After the Board has received the Interested Party's written agreement to the terms and conditions described above, submit a "Notice of Opportunity to Exercise Refusal" (or "Final Notice of Proposal to Sell"), as that term is defined in any First Right of Refusal Agreement, to those parties having such rights thereunder.  Once this notice has been submitted, the Board will not permit the Interested Party to change any material terms in either its Inquiry or Offer or its written agreement to the terms and conditions as provided in this policy.  No further action will be taken with respect to the Inquiry or Offer until the terms of the First Right of Refusal Agreement have been complied with.

3.  If a party to any First Right of Refusal Agreement exercises its rights thereunder (the "First Refusal Offer"), proceed with a vote of the members on the First Refusal Offer pursuant to this Policy.  The Board will only proceed with a vote on the Inquiry or Offer if no party to a First Right of Refusal Agreement has exercised its rights thereunder, or if the Cooperative's members have rejected the First Refusal Offer.

4.  Before submitting the Inquiry or Offer or the First Refusal Offer to a vote of the members, notify the Interested Party, and if applicable, the party making the First Refusal Offer, of the Board's intention to submit it to a vote of the members.

5.  Once the above procedures have been followed, notify the members in writing of its intent to submit the Inquiry or Offer or the First Refusal Offer to the membership for a vote.  The notice will include:

     a.  A summary of the final terms and conditions of the Inquiry or Offer and, if applicable, the First Refusal Offer;

     b.  A statement of the Board's position with respect to the transaction;

     c.  A brief description of the procedures that will be followed to obtain membership and other approvals of the transaction;

     d.  A statement that the members may review a copy of the Inquiry or Offer and, if applicable, the First Refusal Offer at the Cooperative's offices during regular business hours; and

     e.  The name of the person or persons whom members may contact with questions regarding the Inquiry or Offer and, if applicable, the First Refusal Offer.

6.  Call a membership meeting for the purpose of voting on the matter.  The meeting will be called pursuant to the Cooperative's Articles of Incorporation, Bylaws and Policies and pursuant to state statutes.

7.  Conduct any meeting of the members to vote on the Inquiry or Offer or the First Refusal Offer according to Colorado statutes, the Cooperatives Articles of Incorporation and Bylaws. 

8.  If the members vote to approve the Inquiry or Offer or the First Refusal Offer, take all actions necessary to finalize the transaction and, if necessary, dissolve and wind up the business of the Cooperative; provided, that it will be the responsibility of the Interested Party to obtain all necessary regulatory and contractual approvals.  Unless such approvals are obtained within a reasonable period of time, the transaction will be deemed to be null and void.

F.   Follow-Up On Inquiries Or Offers

If at any time an Inquiry or Offer is rejected, whether by the Board or by the members, or if an Inquiry or Offer is withdrawn by the Interested Party, or if any regulatory or contractual approvals are denied, any further such inquiry or offer by the Interested Party or any of its affiliates or subsidiaries within two (2) years after the date of the rejection or withdrawal will be rejected by the Board as non-valid unless it materially differs from the rejected or withdrawn Inquiry or Offer.

G.  Mergers or Consolidations

This Policy will apply equally to mergers and consolidations as well as to offers to acquire the Cooperative's assets by purchase.  The Board will make a determination following advice of management and legal counsel, by Board resolution, concerning the degree of applicability of each of the provisions of this Policy and concerning any additional criteria or procedures to be followed.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY A-6: SELECTION OF ATTORNEY, DUTIES & COMPENSATION

To establish general guidelines covering the Cooperative's relationship with its Attorney.

A. Selection and Retention of Attorney as Cooperative Attorney 

1.  A committee of Directors will be responsible for recommending to the Board of Directors the Attorney to be retained by the Cooperative as Cooperative Attorney.

2.  The Attorney will serve at the pleasure of the Board.  When the General Manager believes it to be appropriate, he/she will recommend to the Board that the services of the Attorney be altered or terminated.

3.  A written Agreement providing for the terms and conditions of the Attorney’s services to MPEI will be developed and signed by MPEI and the Attorney; said agreement shall be reviewed prior to the beginning of each calendar year.

B. Special Counsel

1. Upon the recommendation of the Cooperative Attorney or the General Manager, the Board of Directors may retain special legal counsel to perform specialized legal services for the Cooperative.

C. Attorney's Duties, Responsibilities and Compensation

1.  The Attorney will serve as the Cooperative Attorney and chief legal advisor.  His/her duties and responsibilities will encompass all legal matters related to the business and affairs of the Cooperative, unless such matter has been referred to special counsel.

2.  The Attorney represents the Cooperative as an independent legal entity (MPEI) and owes professional allegiance to that entity.  The Attorney will deal with the Cooperative through its duly-authorized constituents in the following manner.

     a.  The Board of Directors will have the ultimate decision-making authority for all legal matters;

     b.  In the ordinary course of affairs, however, the Attorney will deal with, and shall provide advice and legal representation to the entity through the General Manager and such other employees as may be designated by the General Manager from time to time, with such relationship being subject to review and modification by the Board;

     c.  The Attorney will not perform legal services or render legal advice at the request of a Board member,  Cooperative member, or group of Cooperative members unless authorized to do so by the General Manager or the Board of Directors;

     d.  The Attorney will advise the Board and the General Manager if he/she believes there is a possibility of conflict between the Cooperative and any of its constituents such as Officers, Directors, Employees or Members.

3.  With due regard to the fact that he/she has other professional commitments, the Attorney, to the extent practicable, should give the Cooperative priority in his/her work schedule and be available for routine telephone and office consultation with the General Manager and other employees designated by the General Manager concerning matters of legal interest to the Cooperative.

4.  Unless requested to do otherwise, the Attorney will refrain from expressing opinions related to management or policy matters except in those cases where potential legal problems may be involved.

5.  The Attorney is encouraged to attend all regular and special meetings of the Board of Directors, and the Annual Meeting of Members, unless requested not to attend by the Cooperative's President, for which attendance he/she will be compensated at the rate agreed upon by the Attorney and the Board of Directors for his/her regular legal services, together with the reasonable costs of attendance at such functions including transportation costs as hereinafter specified.

The Attorney will, whenever possible, attend any and all other meetings and functions, as directed by the Board of Directors from time-to-time, and perform such legal services as requested by the Cooperative for which the Attorney will be compensated at the rate agreed upon by the Attorney and the Board of Directors for his/her regular legal services, and by the reimbursement of reasonable costs, together with transportation costs and mileage as hereinafter specified.

6.  The Attorney is encouraged to participate in and attend meetings sponsored by the Colorado Rural Electric Attorneys and Legal Seminars given annually by the National Rural Electric Cooperative Association, and when specifically authorized by the Board to attend other meetings the Board deems important and necessary, for which attendance he/she will be compensated at the rate agreed upon by the Attorney and the Board of Directors, together with the reimbursement of reasonable costs of attendance, including transportation costs and mileage.

7. Where such function is within the State of Colorado, or at a location where transportation to such location by air travel is impractical (such as Cheyenne, Wyoming, Wichita, Kansas, etc.) and the Attorney furnishes the vehicle used in reaching such location, the said Attorney will be paid the Internal Revenue Service standard rate for business miles as reimbursement for each mile traveled to and from such location.  Such mileage will also be paid to the Attorney from the Attorney's residence to and from the airport if air travel is used.

In the event air travel is utilized, the Attorney will be reimbursed for the actual costs incurred in purchasing such transportation, together with mileage reimbursement to and from the airport as above stated.

The normal method of travel to and from locations outside the State of Colorado, except as stated above, will be by commercial, coach, air service.

8.  Attorney business travel insurance will be carried by and paid for by the Cooperative.

9.  Fines and penalties incurred by the Attorney for the violation of laws and/or ordinances in traveling on Cooperative business will not be paid for by the Cooperative, either directly or indirectly.

The Board President and the General Manager will be responsible for the administration and compliance of this policy.

POLICY A-7: SELECTION OF INDEPENDENT AUDITOR

To establish the general guidelines covering the cooperative’s relationship with its independent auditor.

A.  Selection and Retention of Independent Auditor as Cooperative Independent Auditor

1.   A committee of Directors, the General Manager or Manager of Finance, if directed by the Board, will recommend to the Board the Independent Auditor to be retained by the Cooperative. Competitive audit proposals shall be solicited and evaluated at least every 5 years.

2.  The Independent Auditor will serve at the pleasure of the Board.  When the General Manager believes it to be appropriate, he/she will recommend the Board terminate the services of the Independent Auditor.

3.  The Independent Auditor will have a direct reporting relationship to the Board to perform audits of records and accounts. The General Manager shall be kept informed, provide all possible assistance and make records and accounts available.  The Board and/or General Manager shall be responsible for requesting professional comments beyond minimum audit requirements.  When rendering account advice and assistance in connection with day to day operations, the Independent Auditor reporting relationship will be directly to the General Manager and the Manager of Finance to cooperative staff.

4.  The Auditor shall provide an in depth review of financial and cash management and controls, to provide assurance to the Board that effective end results are being achieved by:

     a.  Audit of accounting records and related practices to meet the requirements and make recommendations of the lender; RUS, and any regulatory agencies.

     b.  Annually review compliance with IRS requirements and make recommendations.

5.  The Independent Audit firm shall change the Partner in charge of the audit after the Partner in charge has served three consecutive years on the audit.

The Board and the General Manager will be responsible for the administration and compliance of this policy.

POLICY A-8: CORPORATE CREDIT CARD & EXPENSES REIMBURSEMENT POLICY

To provide guidelines and information on the approval and use of the Cooperative’s Credit Card and Reimbursement of Association Related Expenses.

A. Corporate Credit Card

1.  The General Manager (GM) is authorized to approve issuance of an Association corporate credit card to cooperative employees. The corporate credit cards are only authorized for business related expenses. The GM shall set appropriate dollar limits on the respective credit cards depended upon the specific use of the credit card.

2.  The corporate credit card is not authorized or intended for personal use; however, inadvertent personal charges placed on the corporate credit card shall be reimbursed to the Association in a timely fashion. The GM may revoke the use of a corporate credit card for any reason.

3.   Corporate credit card users shall provide the Accounting Department with card receipts and if requested additional descriptions of the expenditures.                                     

B. Reimbursement of Association Related Expenses

1.  Expenses incurred by a MPEI Director, Management, or cooperative employees on authorized business travel, the normal course of business or the procurement of materials, equipment or supplies shall be reimbursed by MPEI, subject to the terms and conditions set forth herein.

2.   Directors, Management and cooperative employee members shall be required to record the amount and a description of the expenditures on an Expense Report Form or credit card statement and provide receipts. Reimbursement receipts should include a brief description of the MPEI business purpose and list the individuals in attendance.

3.  All GM expense reimbursements shall be subject to the approval of the Board.

4.  All cooperative employees’ expense reimbursements shall be subject to the approval of their Manager or the General Manager.

5.  Directors. Management and cooperative employees shall be reimbursed for necessary and reasonable travel, lodging, meals and other business-related expenses. The Board or the GM reserve the authority to request additional information regarding requested reimbursement and reserve the authority to deny unreasonable expenditures. The reimbursement of Board of Directors expenses is further outlined in Board Policy No. D-4 Directors’ Attendance at Meetings and Compensation.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY B-1: BOARD OF DIRECTOR AND GENERAL MANAGER RELATIONS

A. To establish the basic relationships between the Board of Directors and the General Manager so that accepted management principles and practices can be observed.

B. To define the delegations from the Board of Directors to the General Manager so that the business of the Mountain Parks Electric, Inc. (MPEI) may be conducted expeditiously as possible.

C. To clarify the responsibilities and authorities of the General Manager so that the Board members and employees may understand the proper procedures for the operation of MPEI’s business.

The Bylaws of MPEI state that the “General Manager shall perform such duties and exercise such authority as the Board may from time to time vest in that person.

In accordance with this provision, it shall be the policy of the Board of Directors of MPEI to use the following outline for the management of MPEI.

A.  Relationships:

  1. The Board recognizes its responsibility for the employment of a General Manager whose management skill and judgment will ensure the continued successful operation of MPEI.
     
  2. The Board further recognizes that the responsibility of day-to-day operations be delegated to the General Manager, with the Board’s management role being reserved for making policy decisions, the review of operational activities for conformity to policy, and for the strategic planning for the future.
     
  3. It shall be understood that the authority for the management of MPEI shall pass through the General Manager and the General Manager shall be the communications link between the Board of Directors and the employed personnel.
     
  4. The Board of Directors believes that the efficient management of MPEI can exist only through mutual understanding and cooperation between the Board and the General Manager. The General Manager is expected to produce results and to provide the Board with an accounting of stewardship of cooperative assets.
     
  5. The Board of Directors shall provide periodic review and critique of the General Manager’s performance. Said reviews shall be at six month intervals during the first year of employment, and annually thereafter. The performance review shall be in written form, utilizing the forms that General Manager shall furnish for that purpose.
     
  6. The Board may appoint the General Manager to represent the Association in any member organization or association as the Board may from time to time direct.

The Board of Directors and the General Manager shall be responsible for implementation of this policy.

The General Manager is empowered and required to institute such actions as are necessary to manage the overall operations of MPEI in the most effective manner possible, and consistent with all applicable laws and regulations.                                     

A.      PLANNING

          1.         Develops Board policies for consideration and approval by the Board.                             

          2.         Develops detailed operating procedures within the framework provided by the Board policies.

          3.         Formulates, with the staff, annual capital and O&M budgets and recommends them to the Board for their consideration.

          4.         Develops a retail rate structure, in consultation with outside assistance, and the Manager of Finance, for Board approval.

          5.         Develops with staff and the Board, the Strategic Plan of MPEI, on an annual basis.                                                               

          6.         Reviews power supply requirements periodically, and makes appropriate recommendations to the Board.

          7.         Analyzes effectiveness of each annual meeting; reports to the Board.

          8.         Recommends Bylaw revisions to the Board and the reasons therefore, in consultation with the Attorney.     

          9.         Reviews with staff and determines the use of existing facilities, equipment, and physical arrangements.

          10.       Maintains, within Board approved policy, a systematic wage and salary program of classifications and salary ranges for each position; assures competitive compensation, in conjunction with a systematic program of appraisal and review.     

B.       ORGANIZING

          1.         Determines the organization structure best suited to accomplishing the Cooperative’s objectives.

          2.         Determines the need for additional positions or transfer, reassignment or elimination of positions, and makes needed changes, within the limitations of personnel costs in the budget.

          3.         Selects, appoints, transfers, and, if necessary, releases employees. Reviews all terminations of employment by the Cooperative.

          4.         Reviews and approves salary adjustments for employees, (except the General Manager salary), within the approved wage and salary plan and the limitations of the budget.

          5.         Conducts labor surveys, to determine salaries paid for comparable jobs in the area in which the Cooperative recruits personnel.

          6.         Ensures that a performance appraisal program is established and carried out for all employees and reviews all appraisals.

          7.         Ensures that written position descriptions are prepared for all personnel.    

          8.         Administers or approves activities and actions with respect to vacations, holidays, sick leave and other fringe benefit programs for the personnel within established policies.

           9.         Recommends to the Board the employment of principal consultants including contracts and agreements for their services. The awarding of all contracts with consultants shall comply with RUS policies and procedures.

          10.        Recommends to the Board outside specialized consultants to provide advice and assistance on internal operations or in an emergency, and negotiates contracts or agreements for services of such specialized consultants.

C.       DIRECTING

          1.         Directs the day-to-day operations and activities of MPEI in accordance  with all applicable laws and regulations.

          2.         Designates an employee to serve as Assistant General Manager in absence of the General Manager.                  

          3.         Ensures that a program of community and economic development is developed and implemented.

          4.         Communicates with staff information on changes to policy, organization, or any new decision affecting them.

          5.         The General Manager may delegate to other employees any authority granted to him by the Board; however, the General Manager shall be held responsible by the Board for decisions made by said employees.

D.      COORDINATING

          1.         Coordinates with organizations such as CREA TSG&T, WUE and NRECA, within Board policy, to develop programs furthering the cooperative’s objectives and policies.

          2.         Coordinates with local groups to foster their understanding and support of the Cooperatives objectives and programs.

E.       CONTROLLING

          1.         Submits periodic and special reports to the Board on conformity of operations to policies and programs; remedial actions if necessary.

          2.         Administers the approved capital budget, including approval of non-budgeted items up to $50,000 or all non-budgeted items which are vital to affect unanticipated emergency maintenance or repairs.    

          3.         Administers the approved operating & maintenance budget, including approval of non-budgeted expense categories up to $150,000 or all non-budgeted expense categories which are vital to affect unanticipated emergency maintenance or repairs.

          4.         Submits periodic and special reports to the Board as to receipts, disbursements, and cash balances to keep the Board informed of the financial position of the Cooperative and any deviation from financial plan.

          5.         Determines the amount of, and establishes the control of physical inventories, including disposing of surplus or obsolete supplies.

          6.         Submits periodic analyses of members’ complaints, and quality of service to the Board, together with a report on corrective actions taken.

          7.         Oversees the negotiation of contracts for construction in accordance with RUS procedures and approves those contracts with labor only costs of less than or equal to $50,000.

          8.         Oversees the approval of change orders on contracts previously approved if cumulatively less than 15% of the original contracts value. The Board will be provided with summary data on the status of all change orders on contracts for informational purposes.

          9.         Authorizes individual and cooperative memberships in civic clubs and local organizations which membership would be beneficial and to authorize payment of dues by the Cooperative.

         10.       Submits monthly reports to the Board of Directors and oversees the preparation of the Board agenda and detailed board packet.

 

Functions of the Board   

A.        PLANNING FUNCTION – CONSIDERS AND ADOPTS SHORT- AND LONG-RANGE PLANS WITH RESPECT TO:

           1.         Determining policies, objectives, and results desired.                                                     

           2.         Reviewing and approving the capital and operating budgets.

           3.         Reviewing and adopting, the long range financial plans and policies essential to maintaining a sound financial structure.

           4.         Review in consultation with the General Manager, broad personnel policies to accomplish the objectives of the Cooperative.

           5.         Determining, in consultation with the General Manager, communications policies for maintaining a well-informed membership.               

 B.     LEGAL ENTITY FUNCTION – ESTABLISHES AND MAINTAINS LEGAL ENTITY WITH RESPECT TO:

         1.         Compliance with all legal requirements.

         2.         Selection of attorney, upon recommendations of the General Manager.

         3.         Studying, considering, and adopting changes in the Bylaws, and keeping membership informed of such changes and the reasons therefore.

         4.         Executing legal contracts, such as loan agreements, engineering service agreements and contracts, and wholesale power contracts.

         5.         Conducting all Board meetings and membership meetings in a manner meeting all legal requirements, properly recorded and officially approved.

C.     TRUSTEESHIP FUNCTION – ACTS AS TRUSTEE OF OWNER INTERESTS WITH RESPECT TO:

         1.         Conducting well planned membership meetings so as to adequately report to members on the affairs of their business.

         2.         Keeping informed and developing their own skills and understanding as individual Board members.

         3.         Assisting new Board members to develop understanding and acceptance of their functions as members of the Board-management team.

         4.         Participating, as a Board and as individual members of the Board, in such outside activities as are deemed advantageous to enhance the prestige of the Cooperative.

         5.         Seeing that a continuous program of member and public information, and effective relations in both areas, is carried out.

D.    RESOURCES FUNCTION – PROVIDES OPERATING REQUIREMENTS WITH RESPECT TO:

         1.         Authorizing the funding, facilities and equipment necessary to carry out the objectives of the Cooperative. The Board delegates to the General Manager all purchasing within the limitations of the budget and the established Board policies.

         2.         Appointing committees, when necessary, and receiving reports and recommendations from special or ad hoc committees.

         3.         Selecting and employing a competent General Manager; delegating to the General Manager the complete responsibility and authority to select the employees, and direct and terminate their employment.           


E.     CONTROLLING FUNCTION – ESTABLISHES CONTROLS WHICH IT  USES IN APPRAISING THE EFFECTIVENESS OF THE OPERATIONS BY:

         1.         Reviewing periodic reports from the General Manager for conformity to the adopted objectives, policies and major goals.                         
         2.         Selecting the independent audit firm, reviewing the annual financial audit and seeing that remedial action, if needed, is taken.

Directors grant to the General Manager all of the authority necessary to operate the Cooperative in accordance with its decisions, and policies. The Board of Directors does hold the General Manager accountable to them for all actions taken by the General Manager or employees.

POLICY B-2: GENERAL MANAGER'S VEHICLE

To establish guidelines for the use of a vehicle by the General Manager.

A.  The Cooperative will provide a reliable vehicle for the use of the General Manager in performance of his/her duties.

B.  This vehicle may be used for personal use by the General Manager.  If the General Manager uses the vehicle out of the State of Colorado for personal use, he/she will be responsible for his/her own gasoline but not repairs or service.

C.  Other uses of this vehicle may be approved by the Board of Directors.

The Board of Directors and General Manager will be responsible for the administration and compliance of this policy.

POLICY B-3: FINANCIAL MANAGEMENT

To establish the policy and to provide guidelines to maintain a sound financial position for the most effective management and security of the financial resources of the Cooperative. 

  1. Financial Objectives 

  1. Mountain Parks Electric, Inc., hereinafter referred to as the Cooperative, is organized under the laws of the State of Colorado and will at all times be operated on a cooperative non-profit basis for the mutual benefit of its members. No interest or dividends will be paid or payable by the Cooperative on any capital furnished by its members.  In addition to these legal requirements, the Cooperative is guided in its operations by various regulations and operational practices prescribed by its lenders and applicable law.  Beyond these legal and official requirements the Cooperative has an obligation to its members to ensure the financial integrity of the Cooperative so that it can provide electric service to its members at the lowest possible long-term cost. 

2. The Cooperative, through its operations, will strive, consistent with prudent business practices, to maintain a minimum equity level, TIER (Times Interest Earned Ratio) and DSC (Debt Service Coverage Ratio) as provided in lender mortgage requirements. 

  1. The General Manager will keep the Board of Directors advised as to the status of equity and the length of time patronage capital has been credited. 

  1. The Cooperative will prepare and/or update a ten year financial forecast, as needed for planning, that will guide the Cooperative and ensure that all financial obligations are met.  The Statement of Assumptions in the forecast will address the goals to attain the objectives of the Cooperative: 

 

  1. Working Capital and Cash Reserves 

  1. Debt Retirement 

  1. Loan Funds for Plant Additions 

  1. Funds for Capital Credit Retirements 

  1. Patronage Capital Contributions 

 

1. In the furnishing of electric energy, the Cooperative's operations shall be so conducted that all patrons, members and non-members alike (hereinafter patrons), will through their patronage furnish capital for the Cooperative.  In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis the Cooperative is obligated to account on a patronage basis to all its patrons, for all amounts received and receivable from and directly related to the furnishing of electric energy in excess of operating costs and expenses properly chargeable against the furnishing of electric energy (hereinafter referred to as “Electric Margins”).  All Electric Margins, at the moment of receipt by the Cooperative, are received with the understanding that they are furnished by the patrons, as capital.  The Cooperative is obligated to allocate by credits to a capital account for each patron all such Electric Margins.  The books and records of the Cooperative shall be set up and kept in such a manner that as of the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron.   

 

2. All amounts received by the Cooperative in excess of costs and expenses, other than Electric Margins, shall be (i) used to offset any losses incurred during the current or any prior fiscal year; (ii) to the extent not used for that purpose, available to create unallocated reserves and retained capital not currently assignable to the patrons; and (iii) to the extent not used for these purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided. 

  1. Patronage Capital Allocations 

 

  1. Patronage capital will be segregated into two categories, G&T provided margins and MPEI member provided margins, and allocated to patrons. The allocated margins will be credited to the individual patrons in each rate class by the following factor: individual patron revenue divided by total Cooperative revenue or individual patron KWH used divided by total KWH used or a mix use of the two methods.  Exceptions to this allocation method may be made on a case-by-case basis pursuant to contract between the patron and the Cooperative. 

 

  1. In performing these allocations, revenue will not include sales tax or franchise fees.  

   

D. Patronage Capital General Retirements 

 

  1. The Cooperative will strive to refund to its consumers, within a period of not more than twenty five (25) years, all capital received from the furnishing of electric energy in excess of operating costs and expenses chargeable against the furnishing of electric energy. 

 

2. If at any time prior to dissolution or liquidation, the Board of Directors determines that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons accounts may be retired in full or in part. 

 

3.  In retiring patronage capital, the Cooperative: 

a.   may retire capital in the following order: 

First - retire capital credited to the estate of deceased natural persons in      accordance with Cooperative Bylaws, Article VII, Section 2(h). 

Second – retire capital to members (active and inactive), on the basis of “First In – First Out” (FIFO).  

b.  will retire capital to active members by way of check (if > $50) or credit to an active account (if < $50). 

  1. will retire capital to inactive members by check. If a check is $5 or more we will mail a check. If the check is less than $5 the check will be available for the member to pick up at MPEI and a list of said inactive members will be published. 

  1. At the time capital credits standing in the name of each patron are retired under a program of general retirement as directed by the Board of Directors, such capital credits as provided in paragraph numbered II.B.2. herein, will not be retired to such patron until such capital so credited is actually paid to this Cooperative. No retirement of such portions of capital credits as provided in paragraph numbered II.B.2 will be made prior to the general retirement of other capital credited to the patrons for the same year such portion was allocated. 

 

E. Special Retirements of Patronage Capital 

 

1. A special discounted capital credit retirement may also be offered by the Cooperative to any distinguishable group of Patrons, up to and including all Patrons, subject to the Board of Directors determining that the financial condition of the Cooperative will not be impaired thereby. Patrons shall have the option to refuse any discounted offer and receive allocated capital credits through general retirements on the normal refund cycle. 

 

2. Contingent upon the budgeting for discounted retirements, disconnected members no longer receiving electric service from the Cooperative and with no outstanding debt to the Cooperative shall be given the option of receiving their patronage capital either through normal general retirements, or an early discounted retirement. 

 

3. Any discounted early retirement option, including estate retirements, may be subject to annual monetary limits set from time to time by the Board of Directors. Requested early retirements will be paid on a first-come, first-served basis and those that cannot be paid in a given year due to set monetary limits will be carried over for payment in the succeeding year. 

 

F. Discounting of Capital Credits 

 

  1. The discount rate used in the calculation of the discounted capital credit retirements shall be equal to the higher of the weighted average cost of capital, or the Wall Street Journal prime rate as of December 31 of the prior year. The discount period will be equal to the number of years of patronage capital then outstanding for each Patron as established by The Board of Directors after consideration of relevant factors, including whether the patron receiving the refunds is given the option of continuing to receive capital credit refunds in the normal cycle. 

2. In the event an outstanding debt is left when a patron disconnects and ceases to receive electric service from the Cooperative, all capital credits allocated to that patron's account will be discounted in accordance with F-1 and applied to the debt prior to the Cooperative writing off the debt, retiring, refunding or assigning allocated capital. 

3. The discount amount (the difference between the full amount and the amount ultimately paid out) will be deemed assigned and contributed as a capital contribution to the Cooperative. 

 

G. Retirement of Capital Credits of Deceased Patron Who Was A Natural Person 

1. The Cooperative will, upon the death of a Patron of the Cooperative, who was a natural person, retire the capital credits standing in the name of such deceased patron in accordance with the provision hereof. 

2. At the time capital credits standing in the name of each patron are retired as an estate retirement, such capital credits as provided in paragraph numbered II.B.2. herein, will be totally retired by payment of the present-day value as described in Policy B-3, Section II.G.10. 

3. No such retirement will be made until the legal representative of the Estate of such deceased patron, or the person entitled to such funds has made written application therefore upon forms supplied by the Cooperative. 

4.  

5. No such retirement will be made if the Board of Directors determines that the financial condition of the Cooperative would be impaired thereby. 

6. No such retirement will be made under this policy pertaining to deceased patrons if capital credits are held jointly, until the death of both members.  Capital credits may be retired, however, to such persons, or their estates, as a part of a general retirement of capital credits being made to other patrons. 

7. If no estate proceedings have been commenced in a Court of proper jurisdiction, then the Cooperative may withhold payment of capital credits until an Affidavit for Collection of Personal Property Pursuant to Small Estate Proceedings in the proper form is furnished the Cooperative, or until proof of intestacy and heirship is made to the Cooperative, satisfactory to the Attorney. 

8. If no estate proceedings have been commenced in a Court of proper jurisdiction, the Cooperative may require a bond or written agreement of indemnity from the person or persons requesting payment of capital credits. 

 

9. No such retirement will be made until service is no longer in the name of deceased patron and all outstanding accounts are settled or outstanding amounts have been deducted from accumulated capital credits. 

 

10. The capital credits standing in the name of such deceased patron will be totally retired by payment of the present-day value of all of the outstanding capital credited or creditable to the deceased on the books of the Cooperative, based upon the discount method established in this Policy B-3, Section II.F.1.   

 

11. The Cooperative will have the right to not process the refund until such time as an exact determination of the percentage of margin can be determined, unless, the estate of the deceased agrees to waive all interest in and to capital credits for the years in which margins have not been allocated. 

 

H. Operating Budget 

 

The Budget will be prepared for the ensuing calendar year by the General Manager and Staff of the Cooperative and will be presented to the Board of Directors for their approval prior to the end of the current year. 

 

The Budget will show estimates for: 

  1. Operating and non-operating revenue. 

  1. Operating and non-operating expenditures. 

  1. Additional capital requirements. 

  1. Expenditures for new construction and purchase and/or replacement of capital equipment. 

  1. Projected work programs of each operating department. 

I. Loan Funds 

 

  1. Loan Funds (Construction Funds) may be committed only after approval of the Board of Directors.  Administration of loan funds will be the responsibility of the General Manager. 

 

  1. The President, Vice President, Secretary/Treasurer, Assistant Secretary/Treasurer, and Assistant General Manager and General Manager, each, without the other, are authorized to sign documents in connection with the requisitioning and accounting for Construction Loan Funds 

J. Investments and Loans 

 

  1. The General Manager will administer a cash investment program whereby any and all surplus general and operating funds will be invested at such time as would seem advisable. 

 

The program will be designed to allow the Cooperative to realize as much interest from short term investments as is reasonable without causing undue hardship or delay in payments of accounts payable to suppliers of the Cooperative. 

 

Investments may be made as follows, without further Board authorization: 

a. Backed by full faith and credit of the U.S. Government Securities; 

b. National Rural Utilities Cooperative Finance Corporation; 

c. Tri-State Generation and Transmission Cooperative (Prepaid Power Account); and 

d. Banking institutions insured by Federal Deposit Insurance Corporation and not to exceed limits of coverage. 

 

  1. Other investments and loans will be made only upon specific authorization from the Board of Directors in each instance.  Such authorization will be given only after the Board considers the relevant facts and concludes that: 

a. The investment and/or loan is in the lawful furtherance of the Cooperative's purposes; and 

 

b. That the investment and/or loan will be recovered. 

c. After the Board’s authorization, such investment and/or loan funds will be advanced only upon the prior or concurrent receipt of a written agreement or promissory note evidencing the terms of such investment and/or loan. 

K. Depositories 

All funds of the Cooperative, except for investments or loans pursuant to Section J. "Investments and Loans" of this policy, will be deposited in banks, which are insured by the Federal Deposit Insurance Corporation, and which have been approved and designated as depositories by the Cooperative's Board of Directors.  

L. Fund Transactions 

  Authorization for the disbursement of funds for the Construction, General, and Patronage accounts of   Mountain Parks Electric, Inc. will be as designated by the Board of Directors as follows: 

  Special Construction Fund Any two of the following: 

  President, General Manager, Assistant General Manager, 

  Vice President, Secretary/Treasurer. 

  General & Patronage Funds. Any two of the following:  

  President, General Manager,  

  Secretary/Treasurer, Manager of Finance/Office Services.  

  (Use of facsimile signatures is acceptable) 

     Where applicable, funds may be received and disbursed internally by means of electronic fund transfers or automated clearing house transactions. Any transaction prepared by the Accountant, for items that are not drafted, must be approved by the Manager of Finance. Items initiated by the Manager of Finance involving the Construction Fund must receive approval and authorization of the Assistant General Manager or the General Manager.   

Other fund accounts designation for MPEI will be authorized by individual Board resolutions. 

M. Reserves for Depreciation 

 

Reserves for Depreciation will be established in accordance with acceptable accounting practices and will at all times comply with applicable guidelines. 

 

N. Purchases-Purchasing Agent 

 

  1. The General Manager will be the chief purchasing agent for the Cooperative. 

 

  1. All purchases will be made at the lowest possible cost, consistent with quality, supply, and delivery. 

 

  1. All requests for items to be purchased will be forwarded to the General Manager on acceptable purchase requisition forms for approval.   

Said requisitions will state the quantity, model number, name, price, supplier, general ledger account number and purpose of said purchase.  The General Manager may delegate the mechanics of purchasing to other Employees; however, in so doing, will not be relieved of the responsibility involved with purchasing of any product or service in the name of the Cooperative. 

 

  1. Western United Electric Supply Corporation (WUESC) is designated as MPEI’s purchasing agent of this Cooperative for the purpose of securing electric materials at a reasonable cost and to obtain competitive bids directly from manufacturers and suppliers.  This Cooperative may utilize WUESC as the supplier of standard electric material in all cases where WUESC is in a position to supply the required material on a timely basis at a reasonable cost.  In the event WUESC is unable to supply electric material required by this Cooperative on a timely basis, this Cooperative will obtain two or more competitive bids, whenever possible, from other suppliers and award the purchase to the lowest bidder and/or most qualified. 

 

  1. For substation, transmission and distribution line projects where the Cooperative employs a consulting engineering firm, owner furnished material and equipment will be specified, bids requested, and bids evaluated by the engineering firm.  They will include WUESC in all requests for bid.  For contractor supplied material, such as poles and conductor, the contractor will be instructed to include WUESC as a supplier in all requests for bid. 

 

O. Inventory Control 

 

  1. Inventory will be considered to be those goods and supplies held in specific locations to be used at a future date for the purpose of increasing and/or maintaining plant. 

 

  1. Inventory will include, but not be limited to construction, transportation, special equipment, maintenance, electrician materials and resale and other items that may from time to time be added to the inventory. 

 

  1. Because of the value attached to inventory, it is essential that those Employees involved with handling items of inventory be held responsible for the proper accounting thereof. 

 

  1. Warehouse personnel will be assigned to handle all items of inventory and be responsible for same at all locations and Area Superintendents will be secondarily responsible for proper handling of inventory items at outpost locations. 

 

  1. In all instances it will be the responsibility of the assigned employee to maintain adequate inventory to meet the needs of the Cooperative, to coordinate purchase requests with the Department Managers, and to install proper safeguards for the safekeeping and storage of assigned materials. 

 

P. Sale of Surplus Vehicles and Other Equipment 

 

  1. The Cooperative will price each new replacement vehicle with and without trade-in.  The minimum value of the vehicle being replaced will be established by its trade-in value. 

 

  1. The vehicle being replaced may then be offered for sale to the Cooperative's Employees on a sealed bid, cash basis.  Prospective bidders will be advised of the minimum value of the vehicle as determined in this policy. 

The vehicle will be sold to the highest bidder; however, the Cooperative reserves the right to refuse or reject all bids if below minimum value and attempt to sell the vehicle to an outside party.  In the event of tie bids, there will be a “bid-off” between the tie bidders. 

  1. Other surplus equipment may be offered for sale to the Cooperative's Employees on a sealed bid, cash basis. 

 

  1. All vehicles and other equipment sold will be sold on an “as-is” basis.  In each case, a prospective bidder will be advised in writing that no representations or warranties, either express or implied, of the merchant-ability of the goods or of the fitness of the goods for any purpose are being made by the Cooperative. 

 

  1. The Cooperative reserves the right to refuse any and all bids which, in the sole opinion of the General Manager, do not reflect the reasonable market value of the item being sold, and each prospective bidder will be so advised in writing before accepting a bid. 

 

  1. Transfer of vehicle or equipment will be made upon receipt of payment in full. 

 

Q. Debt Limit 

The Cooperative borrows from time to time additional sums from the United States of America pursuant to the provisions of the Rural Electrification Act of 1936, as from time to time amended, and such sums as it may deem advisable from National Rural Utilities Cooperative Finance Corporation, CoBank and other lending agencies or lending corporations, to finance the construction, acquisition and operation of electric transmission, distribution, and service facilities. The aggregate amount of such loans and the aggregate amount of loans made to the Cooperative will not exceed One Hundred Ten Million ($110,000,000) at any one time. 

 

R. External Financial Audit  

  1. The Board of Directors will execute the contract for an external financial audit firm. 

 

  1. In the event an external audit firm is retained for more than five consecutive years, another partner will replace the audit partner in charge of the audit after that partner has served five consecutive years on the audit. 

 

  1. An exit review will be held between the General Manager and the external auditor to discuss the audit findings. 

 

  1. The audit partner will notify the Board President of the audit findings.  The Board President will determine if a special meeting is necessary. 

 

  1. Cooperative Directors and Employees will take no action to improperly influence, coerce, manipulate or mislead the external auditors during the course of the audit or in the preparation of the audit report. 

 

  1. A copy of the audit report will be sent to each Director at least one week prior to the board meeting at which the audit results will be presented.  

 

  1. The audit report will be presented by the external auditor at the first regularly scheduled board meeting held after the completion of the audit report.  The General Manager and any appropriate Department Heads will be in attendance. 

 

  1. Findings to be presented at the board meeting should include, but not be limited to: 

a. all critical accounting policies and practices used; 

b. all investment practices; 

c. all compliance issues or concerns; 

d. all alternative treatments of financial information that have been discussed, and ramification of these alternatives; 

e. any recommended procedure changes; 

f. any accounting disagreements between the external auditor and any Director or Employee; 

g. any other material written communication between the external auditor and the Board or Management of the Cooperative. 

  1. Following the audit presentation at the board meeting, the Board will meet with the external auditor in executive session without the presence of any Employee of the Cooperative.  No final decision, action or resolution shall be taken or made, nor any action calling for the payment of money shall be taken during the executive session.    

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY B-4: APPROVAL AND EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS

The Bylaws of Mountain Parks Electric, Inc. (MPE) provide that the Board of Directors may give either general or specific authority to officers and agents to enter into any contract or execute and deliver any instrument in the name and on behalf of MPE.

The purpose of this policy is to provide the terms and conditions under which MPE officers and employees are granted such authority without the necessity of specific prior approval or further authority of the Board.

A.  General Authority Granted

The Board grants general authority to enter into contracts and to execute and deliver instruments in the name and on behalf of MPE as follows, without the need of further specific authority:

1.  Officers of MPE – The President, Vice President, Secretary, Treasurer Assistant Secretary, and assistant Treasurer, shall have the authority to execute the following routine, standard contracts and instruments:

     a.  Conveyance and releases of real property interests and mortgages relating there to.
     b.  All corporate reports, based on the books and records of MPE required by lenders and others.
     c.  Contracts or documents that specify or require an officer’s signature.

2.  The General Manager and Assistant General Manager shall have the authority to execute the following documents and instruments:

     a.  Right-of-Way easements, permits and licenses.
     b.  Quit Claim Deeds for easements owned by MPE which are not useful to MPE, or for which a substitute of equal utility is provided to MPE. 
     c.  Disclaimer, waiver, vacation or release of any real property claim of MPE in a platted utility easement which is not useful to MPE or for which a substitute of equal utility is provided to MPE.
     d.  Loan Requisition Forms and Lease Financing Documents.
     e.  Conveyances and releases of real property that don’t require lien releases or other approval by MPE’s lenders.

3.  General Manager and Assistant General Manager and Employees – The General Manager and Assistant General Manager and employees designated by the General Manager shall have the authority to execute standard MPE form documents and instruments which are consistent with established MPE policies, and included in an approved Work Plan or Annual Budget. Examples are as follows:

a.  Ditch and Utility Crossing agreements and similar documents.
b.  Work to be performed by an independent contractor on a “Special Service Contract”.
c.  Agreements for Permanent Service Plan Line Extensions.
d.  Agreements for Temporary Service.
e.  Agreements for development and maintenance of Subdivision Electric Distribution Facilities.
f.   Agreements for Electric Service and Lighting Service.
g.  Other standard form documents, reports, vendor agreements, which do not specify or require an officer’s signature.
h.  Authorizations granted through other Administrative Policies.

B.  Instruments Requiring Specific Authority

Specific authority and approval of the Board of Directors shall be required before officers execute or enter into any deeds, mortgages, deeds of trust, notes, bonds or any other contracts or instruments for which general authority has not been granted hereby.

It shall be the responsibility of the Board of Directors and the General Manager to implement the terms of this policy.

POLICY B-5: BUDGET & MONETARY ASSET MANAGEMENT

To set forth the limitations and expectations for the Co-op’s overall budget process, development of work programs and management of the Cooperative’s monetary assets.

It is recognized that the Board of Directors has the overall fiduciary responsibility for ensuring the Cooperative remains financially sound and the organization’s assets are adequately protected.  

A.  Operations & Maintenance and Capital budgets shall be submitted to the Board of Directors for consideration no later than 30 days prior to the beginning of the year.

B.  Annual cash flow projections shall be provided to the Board, which must approve any borrowing of loan funds to finance projects in the construction work plan.

C.  Reserves in the general fund shall be maintained to cover one month of operating expense requirements.

D.  Primary consideration shall be given to preventing any loss of principal, the safety and liquidity of all investments, and management of the Cooperative’s working capital and reserve funds.  All Cooperative checking accounts shall be kept in depositories that are insured by the Federal Deposit Insurance Corporation.

A.  The Board of Directors shall designate by resolution all depositories in which the Cooperative maintains checking and investment accounts.  Such resolution shall designate the individuals who are empowered by the Board of Directors to make deposits, issue checks, drafts or other orders for the payment of money, and withdrawals or transfer of funds from such depositories.         

The General Manager is delegated authority for administering this policy. A report showing all checking account balances, investments and earnings on working capital and reserves shall be presented to the Board of Directors for review at least monthly.

POLICY B-6: LOCAL VENDOR PREFERENCE

Establish local vendors preferential purchasing policy for materials, products, equipment or supplies.

  1. Vendors who are members of the Cooperative and maintain a business in the Cooperative’s Certified Area will receive preferential treatment on quotes or bids for materials, products, equipment or supplies.

     Other considerations like operations, maintenance, performance quality and availability, may be given and the preference percentage adjusted accordingly. However, the preference cannot exceed the percentage stated in this Policy.

                

  1. Local vendors quote or bid for materials, products, equipment or supplies will receive preferential treatment based on the following graduated scale:

 

                    QuoteRange                                                 Preference Percent Reduction

                        $            0.00                $   5,000.00                                          10%

                        $     5,001.00                $ 25,000.00                                         8%

                        $   25,001.00                $ 50,000.00                                         6%

                        $   50,001.00                $ 75,000.00                                         4%

                        $   75,001.00                $100,000.00                                        2%

                        $ 100,001.00               Up                                           No Preference

A.  The General Manager and Department Managers will be responsible for the administration and compliance of this Policy.

POLICY B-8: RELEASE OF CORPORATE INFORMATION

To establish guidelines governing the availability and release of information about the Cooperative, its Directors, its members and its employees.

Information about the Cooperative, its Directors, its members and its employees will be made available subject to this policy, applicable statutory, regulatory and contractual requirements or restrictions and at the discretion of the Board of Directors and Management.

A. General Information

General information made available to members, nonmembers and the general public includes Tariff Sheets, Rules and Regulations, Electric Service Construction Standards, Member Handbook, Bylaws, Articles of Incorporation, Annual Reports, Form 7, Annual Independent Audit Report, Board Meeting Agenda and Minutes, consumer newsletters, general publications, public board policies, construction drawings for 24.9/14.4 Overhead and Underground Line Construction, and the Cooperative’s website.   Director names, office and corporate mailing address shall be made available on the Cooperative’s website. General information does not include specific consumer or member information.

Production and availability of information may be contingent upon advance payment of photocopy, labor and postage costs.

B. Confidential Information

1.  All Cooperative information, other than the General information identified above, is confidential and shall not generally be disclosed unless required by law, court order, warrant or subpoena.  The General Manager may disclose confidential information when requested by a Member at the General Manager’s discretion.  The General Manger shall consult with the Cooperative attorney before disclosing confidential information pursuant to this policy.

2. The following Cooperative information may only be disclosed under the following circumstances:

     a. Consumer Information

     1. A member may obtain billing and membership information about their account(s) upon verbal or written request.

      2. Third parties may obtain billing and member information about specific member accounts with proper written authorization from the member.

      3. Law enforcement agencies may obtain billing and membership information about specific consumer accounts by court order, warrant or subpoena.

      4. The Cooperative will assist prospective Board of Director candidates in identifying eligible members for the purpose of securing an adequate number of member signatures on a nomination petition and for purposes of the election pursuant to the Cooperative’s Bylaws.

     b. Employee Information

      1. Third parties may obtain employee information about specific employees with proper written authorization from the employee.

      2. Employee reference checks are subject to Colorado law.

      3. Employment verifications, without written authorization, are limited to confirmation or denial of active employment.

      4. General wage, salary and benefit information for the purpose of wage, salary and benefit surveys may be released by the human resources personnel.

      5. Law enforcement agencies may obtain information about specific employees by court order, warrant or subpoena.

Production and availability of confidential information is contingent upon:  1) the receipt of a written request stating the requesting party or parties name, address and telephone number; specifically what information is requested; specifically why the information is requested; specifically how the information will be used and on whose behalf the information is being requested, 2) advance payment of photocopy, labor and postage costs and 3) approval by Management.

The General Manager and the Department Managers will be responsible for the administration and compliance of this policy.

Date:  _______________________________

 

Member requesting information:

 

Name  _________________________________________________________________

 

Billing address  _________________________________________________________

 

Meter number or address of service  _________________________________________

 

Phone number  __________________________________________________________

 

Reason for request

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

 

Type of document being requested

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

 

Signature of person requesting information

________________________________________________________________________

 

Signature of person releasing information

_________________________________________________Date:  ________________

POLICY B-10: INTERCONNECTION OF DISTRIBUTED ENERGY RESOURCES

To establish the rules and conditions under which member-owned generation may be connected to the cooperative’s distribution system.

Electricity is supplied to Mountain Parks Electric, Inc. (MPEI) through a Wholesale Electric Service contract with Tri-State Generation and Transmission Association, Inc. (Tri-State).  MPEI members may self-generate by separating themselves from MPEI’s distribution system or may generate in parallel with the MPEI distribution system under the following conditions:

Stand Alone Generation:  MPEI’s members shall be permitted to generate electricity by separating their electric system from the cooperative.  This type of generation is normally done during a power outage on MPEI’s electrical system and is done under National Electrical Code requirements for standby generators and transfer switches.  Transfer switches shall be break-before-make to prevent parallel operation of a member’s generator with the cooperative’s electric system.

Parallel Generation:   A member of the cooperative shall only be permitted to generate electricity by connecting member-owned generation in parallel with the cooperative’s electrical system under the following conditions:

1.  The  member-owned generation must satisfy MPEI’s then applicable tariff.  The current applicable rates are found at Sections 330, 340, and 341.

2.  The member must submit to MPEI plans of their proposed installation and must obtain approval for the installation. This approval process will include a review by MPEI of the effect of the proposed generation on the cooperative’s distribution system, including its protective scheme. MPEI reserves the right to refuse to connect parallel generation to its distribution system based on this review. The member requesting inter-connection shall pay the cost of this review with an initial engineering deposit of $100 plus $1 per kW of rated generation output to initiate the process; additional deposit payments may be required for proposed interconnection if necessary to cover consulting engineer’s system impact study.  No installation will be permitted that reduces reliability to other members or causes voltage conditions on the system to be outside of the limits of ANSI C84.1 Range A.  No installation will be permitted that is expected to produce objectionable harmonics on the system.  Any mitigation required to resolve harmonic problems created by a member-owned generator must be completed and paid for by the member.

3.  The member will be responsible for the cost of any alterations to MPEI’s distribution system to interconnect the proposed generation to MPEI’s distribution system, including upgrade of conductor size, addition of voltage regulation equipment, addition of protection equipment, or installation of transformers to accommodate the output of the unit. 

4.  The member will pay for the cost of the metering, specified and installed by MPEI or Tri-State, necessary to measure the output of the unit.  At a minimum, the metering data shall be time differentiated and shall be capable of measuring energy flow in both directions.

5.  For any member choosing to self-generate, the member will be served under provisions of a rate schedule that recovers MPEI’s cost of service. 

6.  The installation shall meet the requirements of the Institute of Electrical and Electronics Engineers (IEEE) 1547 “Standard for Interconnecting Distributed Resources with Electric Power Systems,” requirements of the National Electrical Code (ANSI/NFPA 70) latest edition, requirements of the National Electrical Safety Code (IEEE C2) latest edition, requirements of the State, requirements of the local municipality and the requirements of MPEI’s engineering department.  The member shall certify that these requirements have been met and shall provide an electrical inspection by a qualified independent third party inspector acceptable to MPEI’s engineering department.

7.  The member making the installation shall indemnify and hold harmless MPEI from the operation, non-operation or interconnection of member-owned generation equipment. 

8.  The member shall agree to periodic testing of the protective equipment installed with the generator as required by the cooperative’s engineering department with the cost of testing borne by the member.

9.  If the cooperative is to supply standby service or synchronization service, the member shall pay to MPEI monthly fees to cover the costs to reserve capacity or provide an AC signal.

10. MPEI, through Tri-State Generation and Transmission’s (T-S’) Policy 117, may offer monetary compensation for RECs to members with qualifying, member-owned, renewable generation connected to MPEI’s distribution system pursuant to Policy No. B-027. To receive compensation, the member must agree to transfer to MPEI all RECs generated from the renewable generation facility and enter into an agreement to transfer the RECs.  Compensation is contingent upon future funding of TSG&T Policy 117, is subject to annual review and may be discontinued at any time.

The General Manager is responsible for the administration and enforcement of this policy.

POLICY B-12: BUSINESS CREDIT CARDS

MPE authorizes the issuance of company credit cards for business expenses.

MPE credit cards may be authorized by the General Manager to be issued to Managers and Supervisors who have regular need to utilize them for business purposes, such as travel expenses, purchase of materials etc.

A. A credit card which provides travel credits (airline miles, hotel, etc.) will be authorized by the Board, based upon recommendation of the General Manager. (in 2013: United Airline Mileage Plus Card)

B. Credits / points accumulated on the MPE credit cards will be utilized for the business purposes of MPE. The General Manager is responsible for authorization of employee useage of points for travel. The Board of Directors is responsible for authorization of any General Manager usage of points for travel.

C. An annual report of credit card usage, points, and travel authorizations will be reviewed and approved by the Board.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY B-14: WORK FLOW PROCEDURES - WORK ORDERS

To establish a work orders workflow procedure.

A.        Any work that involves a continuing property record, either installed or removed, shall require a work order number.

 

B.        The Engineering Department shall issue the work order number.

 

C.        The Engineering Department will receive all requests for line extensions, new         services, service upgrades, or service retirements.

 

D.        The Engineering Department will site visit all new line extensions and services to determine the best way for Mountain Parks Electric, Inc. to extend electric service to the applicant.

 

E.         The Engineering Department shall design all line extensions and services under the guidelines of the most recent version of Mountain Parks Electric’s Electric Service Construction Standards.

 

F.         The Engineering Department shall size the line extension based on the load sheet or subdivision plat provided by the applicant for service and the anticipated capacity required for the future.

 

G.        The Engineering Department shall determine the phasing and sectionalizing for    the line extension.

 

H.        The Engineering Department shall estimate the construction cost of each work order and contract with the applicant for any construction charges and capacity charges due from the applicant, bearing in mind any extraordinary construction conditions, including, but not limited to stream crossings, road crossings, right of way clearance, line clearance, hot work, etc.

            1.   The Engineering Department shall notify the Operations Department of special equipment, materials required, and coordinate metering.

            2.   Construction changes requested by the applicant outside the scope of the original contract shall be documented with a change order. Major changes will require a new contract.

 

I.          The Engineering Department shall confirm all utility easements and any special permits are obtained for the performance of extending electric service.

 

J.          The Engineering Department shall physically stake the job prior to any work being performed. For subdivisions, the developer shall physically stake the job.

 

K.          The Engineering Department shall issue to the Operations Department a detailed staking sheet for the performance of the work to be done. Attached to the Staking Sheet shall be, if applicable:

              1.   A vicinity map of the location.

              2.   Any special use permits (USFS, BLM, CDOT, etc.)

 

L.           The Operations Department shall schedule the work to be performed; including,

               1.   Right-of-Way clearing.

               2.  All road crossing permits (except CDOT permits and railroad permits).

               3.  UG utility notifications.

               4.  Notification to the Engineering Department if job requires re-staking.

               5.  Assign the crew or contractor to perform the work.

               6.   Right-of-Way restoration.

 

M.        The Operations Department shall inform the Engineering Department prior to any changes being made in routing, sizing of conductor, or alterations in the staking sheet design with the reasons for the change. 

 

N.        Upon completion of all work orders, the Operations Department will verify the project has been completed by signing off on the final staking sheet.

 

O.        The finalized staking sheet will be forwarded to the Purchasing Agent/Warehouseman to verify inventory and all materials have been properly charged to the work order.

 

P.         The Operations Department will verify that all work order invoices from contractors have been received, charged to the proper work order, and paid by Accounting.

 

Q.        The Operations Department will forward a finalized staking sheet to the Engineering Department with any changes redlined.  If the redlined changes or cost differences are significant after the completion of the project the Manager of Engineering and Manager of Operations will jointly review the project.

 

R.        The Engineering Department will update the mapping system from the completed as-built staking sheet.

 

S.         The Accounting and Finance Department will complete the Work Order closing.

             1.   A work order inventory, Form 219, will be scheduled to close monthly.

              2.   The inspection of work order inventories will be scheduled quarterly if practical.

 

T.         As a final review to each department, the Work Order Accountant will tabulate the final cost of each work order to compare the actual cost to the original cost estimate.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY B-15: MPEI WORKFLOW PROCEDURES - INVENTORY

To establish an inventory workflow procedure. 

  1. All items included in the inventory (construction, transportation, maintenance) shall be under the control of the Warehouse Supervisor, or in their absence, the Lead Purchasing Agent.  The Kremmling and Walden inventories will be under the supervision of the District Superintendents. 

 

  1. All receipts, issues, or return of inventoried items shall be under the direction of the Warehouse Supervisor, the Lead Purchasing Agent or the Materials Clerk. 

 

C. Individual identification numbers shall be assigned to each inventory item. 

 

D. Inventory items shall be valued at historical average cost. 

 

E. All inventoried items will be entered into inventory upon receipt or return and removed from inventory upon issuance. 

 

F. No item shall be issued from inventory without a pick list or listed on the Material Take Out Sheet. 

 

G. Inventoried items assigned to vehicles shall be considered as a part of the inventory, and it shall be the responsibility of the employee to record the charge out of inventory as it is used from the vehicle. 

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY B-16: MPEI WORKFLOW PROCEDURES - PURCHASING

To establish a purchasing workflow procedure. 

A. All inventory items require the issuance of a purchase order. 

 

B. All non-inventoried items and transportation equipment over $500 require the issuance of a purchase order. 

 

C. All employee purchases for personal items require their Department Manager’s approval. 

 

D. All capital budget items require a purchase order. 

 

E. To initiate a purchase order a purchase requisition is required from the requestor of the item signed by a Department Manager. 

 

F. The purchase requisition shall include the account number to be charged, the budget code if a capital item, all information concerning the order, delivery, number of items, item pricing, extension price, taxes, insurance, and freight if known. 

 

G. The Purchasing Agent/Warehouse Supervisor or Asst. Purchasing Agent/ Materials Clerk will issue all purchase orders. Purchase orders will be signed by the Purchasing Agent/Warehouse Supervisor, Assistant Purchasing Agent/ Materials Clerk, or in their absence by any Department Manager. 

 

H. The Purchasing Agent/Warehouse Supervisor is authorized to purchase inventoried items in the normal course of business without a Department Manager’s signature. 

  1. In the event a written purchase order cannot be issued before the purchase, the order must still have a purchase order number to be given to the vendor for the identification of the order.  The requestor of the order will supply the necessary 

requisition information for completion of a purchase order to the Purchasing Agent/Warehouse Supervisor or Assistant Purchasing Agent/ Materials Clerk. 

 

J. All deliveries shall be directed to the Purchasing Agent/Warehouseman office. 

 

K. Deliveries without a purchase order may be refused. 

 

L. Upon receipt of the items ordered, the Purchasing Agent/Warehouse Supervisor or Assistant Purchasing Agent/ Materials Clerk will record the receipt of the items and verify the delivered items against the purchase order and deliver the item or provide to the requestor a copy of the packing slip.  

 

M. All inventoried items will be entered into inventory upon receipt. 

 

N. Receiving documentation will be presented to the Accounting Department to process payment for goods received. 

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY B-17: INFORMATION & CYBER SECURITY POLICY

Mountain Parks Electric, Inc. ("MPE") Directors recognize the need to protect MPE, our members, and both cooperative and member data, and systems, from growing information and cybersecurity threats. This policy establishes an Information & Cyber Security Program within MPE to ensure adequate measures are taken and controls are in place to mitigate threats and protect those company resources.

This policy is intended for establishment of an overall Information Security Program at the Board level with Policy and Procedure management handled at the executive staff/IT Management level. It should be understood that Information Security is not solely an Information Technology concern but touches all departments, all employees, and all types of informational transactions.  The purpose of this policy is to ensure that MPE technology assets are protected against all internal, external, deliberate and accidental threats. Information, in all its forms, written, spoken, recorded electronically or printed, will be protected from accidental or intentional unauthorized modification, or destruction throughout its life cycle. Policies and Procedures are established and shall be administered to protect cooperative technology systems and data, member financial and protected information, and cooperative data acquisition and control systems across the enterprise.

Scope

All employees, contractors, consultants, temporary and other workers at MPE and its subsidiaries must adhere to all policies and procedures authorized and approved under this program. This applies to cooperative data sets and technology equipment that is owned, operated, or leased by MPE. The Information & Cyber Security Policies and Procedures describe the technology and information assets that must be protected and identifies many of the threats to those assets. The equipment, software, and storage medium used to process, store, and transmit information will be protected by appropriate controls.

A. The Information & Cyber Security Policies and Procedures will ensure that:

  1. Sensitive, protected and/or privileged information and technology systems will be safeguarded against any unauthorized access;
  2. Confidentiality of sensitive, protected and/or privileged information will be assured;
  3. Integrity of information will be maintained;
  4. Availability of information for business purposes will be maintained;
  5. Legislative and regulatory requirements will be met;
  6. Business continuity and disaster recovery plans will be developed, maintained and tested annually
  7. All MPE employees will be provided information security and awareness training on a regular basis;
  8. Any actual or suspected information security breaches will be reported to the designated management at MPE.  All breaches will be investigated thoroughly and logged

B. Policies and Procedures have been established to support this program, including appropriate controls and continuity plans.

C. Business requirements for availability of information systems will be met.

Because modern technology is subject to rapid change, and because social, cultural, and legal standards and expectations regarding technology are ever evolving, it is not possible for these policies to address every possible situation which might develop. Nonetheless, the philosophy, principles and procedures of these policies shall be used whenever possible to guide the development of, the compliance with, and the administration and enforcement of all matters relating to the effective acquisition and utilization of technology.

The term Technology is intended to be defined broadly and includes all:

A.  Electronic hardware, software and services

Electronic hardware, software, and services, including but not limited to desktops, laptops, rugged computers, tablets, workstations, monitors, printers, plotters, faxes, scanners, multifunction print devices, PDAs, smartphones, Blackberry devices, cellular phones, satellite phones, wireless broadband cards, pagers, servers, PBX equipment, telecommunications equipment, circuits, switches, routers, storage devices, recording devices, digital cameras, email, text messaging, instant messaging, Internet, firmware, operation systems, software, business applications, Software as a Service ("SaaS") applications, peripherals used in conjunction with the devices and software listed above, and all other electronic devices or software used to run software or create, record, store, transmit and/or received video, voice or data.

B.  Electronic information

Electronic information, including but not limited to email addresses, phone numbers, IP addresses, email messages, text messages, instant messages, word processor documents, spreadsheets, presentations, drawings, images, photos, videos, music, voice, databases, application data, and all other electronic data; and personally identifiable information.

C.  Electronic communications

Electronic communications, including but not limited to voice, email, text messages, instant messages, voice messages, internet postings, facsimiles, and all other forms of electronic communications

A.  Responsibilities for this Cyber and Information Security Program Policy are delineated as follows:

  1. The Board of Directors of MPE is responsible for the content of this policy and its implementation.
     
  2. The General Manager of the Association shall be responsible for the overall administration of this policy.
     
  3. The Manager of IT shall direct and monitor the implementation of appropriate practices/procedures in accordance with this policy.
     
  4. All MPE personnel are responsible for following the guidelines and procedures laid out in the Cyber and Information Security Program Policy as well as for reporting known violations of the policy.

POLICY C-1: COMMUNICATIONS/COMMUNITY POLICIES AND PROCEDURES

To reaffirm the Cooperative’s obligation to continually communicate with its member-customers about the plans, operation, activities and progress of their Cooperative and to set forth the Board of Director’s support and expectations in all aspects of Cooperative communications.

It shall be the policy of this Cooperative to foster extensive communications programs, activities, publications, and reports that will inform and educate member-customers about the Cooperative’s plans, operations, programs, financial condition and activities in an ongoing commitment to attain the memberships’ understanding, acceptance, support and involvement in the Cooperative’s business.  The Cooperative’s Board of Directors shall commit appropriate resources and support for a broad Cooperative communication’s plan that ensures:

A.  Quality and timely communications programs that are responsive to member-customer needs and concerns.

B.  Member-customer understanding and support of the Cooperative and industry-related issues.

C.  Cooperative employees that are appropriately trained to ensure that each of them respect the value of the member-customer to the Cooperative and to assure that they are equipped to respond to every member’s-customer’s concern in a professional, consumer-focused and friendly manner.

D.  Public understanding, acceptance and support for the Cooperative’s mission, goals, plans and programs and ensures that the media is kept informed about the Cooperative’s goals, objectives plans, programs and issues. 

E.  Leadership for and support for projects and activities dedicated to the betterment of the community and state with particular emphasis on youth programs and rural and community development, and to secure favorable public opinion and understanding of such activities and programs.

F.  Cooperative needs and issues are communicated effectively to local, state and national officials in a concerted effort to secure their support of the Cooperative and the member/customers and communities they serve.

G.  Support for effective communication programs developed by cooperative statewide, regional and national organizations and cooperative power suppliers and other affiliates in an effort to coordinate communications programs and avoid duplication of services and costs and ensures a united message on electric cooperatives issues.

H.  Development of a crisis communication management plan for communicating openly and consistently to employees, consumers, media and the public about any Cooperative crisis or emergency.

I.  A designated qualified spokesperson, and in his/her absence, an alternate, to respond to all issues on behalf of the Cooperative before member/customers, the public, and media.

A.  The Board of Directors will be responsible for the administration and compliance of this policy.

B.  The General Manager shall be responsible for overseeing the development, implementation, staffing and evaluation of the Cooperative’s communications plan to ensure its effectiveness.

C.  It shall be the responsibility of the General Manager or the Assistant General Manager in his absence to be the spokesperson or to designate a spokesperson to respond to all issues and inquiries on behalf of the Cooperative before the media, public officials and the general public.  

POLICY C-2: DONATIONS POLICY

To support recognized charitable institutions, organizations, businesses and the education, cultural enrichment and public welfare of Mountain Parks Electric, Inc. through financial contributions and event sponsorships.

A.  Donations & Sponsorship Fund

1. Charitable Trust/Operation Round Up
Operation Round Up is administered by MPEI’s Charitable Trust Board of Directors and is funded by voluntary contributions from MPEI consumers who round up their monthly electric bill to the next whole dollar (through Operation Round Up). These funds are earmarked to financially assist needy individuals for the public good, including minors, and families, or other charitable organizations whose purpose is to give financial aid and training or education (excluding public or private schools).

2. Unclaimed Capital Credit Fund
The Unclaimed Capital Credit Fund is administered by the MPEI Board of Directors and General Manager and is funded by unclaimed capital credits transferred to a special fund of the Cooperative pursuant to the Bylaws. These funds are limited by the MPEI Bylaws to support the educational or public welfare of persons residing within or projects within the MPEI service area.  Examples of such projects include energy related, community centric, and other cultural programs benefiting MPEI’s service area. 

3. Sponsorships
Sponsorships are administered through MPEI’s staff and are funded through Touchstone Energy and the budgeting process. MPEI’s average sponsorship for local events is approximately $500.

4. Miscellaneous Donations & Sponsorships
Funding requests less than $5,000 that fall outside of categories listed in this section shall fall under the guidelines of the General Manager’s discretion.

B. Annual Spending, Goals & Limits

To champion the cooperative principle of Concern for Community, the MPEI Board adopts the following annual donations & sponsorship spending goals:

1. Operation Round Up
Donations from Operation Round Up/the Charitable Trust shall be governed by the Bylaws of the Charitable Trust.

2. Unclaimed Capital Credit Fund
The annual spending goal is 90% of the 3-year average of unclaimed capital credits transferred to the Cooperative pursuant to the Bylaws. To ensure fund viability in future years, MPEI will retain a minimum balance of approximately $300,000 or enough to fund scholarships and youth programs for 3 years. Requests less than $5,000 are reviewed and may be approved by the MPEI General Manager with input provided by MPEI’s Charitable Trust Board of Trustees. Requests exceeding $5,000 are reviewed and may be approved by the MPEI Board of Directors.

3. Sponsorships
Spending amounts will vary from year to year, dependent upon the number of requests and general budget dollars available.

C. Criteria for Requesting Parties
Organizations considered for donations and contributions must meet the following criteria:

1. Not-for-profit organizations that meet the Internal Revenue Service tax-exempt status requirements or organizations within the MPEI service territory that conduct programs or events that benefit the Cooperative’s membership.

2. All organizations must complete and submit the Donation/Sponsorship Request form available on MPEI’s website.

D.  Categories of Eligible Organizations

1. In general, donations will be authorized only for the following types of organizations:

a. Community Organizations – This category includes most types of organizations formed in the communities located within the Cooperative’s service territory with the primary purpose to serve the members of those communities.

b. Civic Groups – Chamber of Commerce, Kiwanis, Lions, Rotary, and other similar groups.

c. School Programs that contribute to enhanced educational opportunities.

d. Community Economic Development Projects – Special development, which will benefit the community at large.

 e. Community Care and Share Groups – Groups with the expressed purpose of helping the lower-income and disadvantaged members of the community.

f. Rural Health, Crisis Centers and Senior Citizen Programs – Quasi-governmental entities which benefit the community at large, including programs directed at particular groups, including children, adults and students.

g. Youth Organizations – Local, organized activities for youth in our communities – 4-H, Scouts, team sports, etc.

h. Special Events – specific events that have a stated purpose for the use of funds that enhance community services in the MPEI service area.

i. Benevolent Organizations – These organizations provide specialized services for our communities in times of disaster and emergency conditions.

j. Other Organizations – Occasionally, requests will be received for donations from associations and organizations outside the Cooperative’s service territory. Such requests may be approved if the request otherwise qualifies under this Policy.

E.  Ineligible Organizations & Projects
MPEI will not make contributions to the following:

1. Political campaigns or political action committees.

2. Organizations which discriminate in violation of State or Federal law.

3. Organizations directly funded by way of tax assessments are ineligible, except for those organizations specifically identified in Section D above.

None of the following requests will be considered:

1. Requests rejected by the Charitable Trust or General Manager shall not be considered by the MPEI Board of Directors.

2. Expenses that are typically included in a business’s/organization’s general operating funds.

F. Funding Timeline
Donation requests under this policy will be reviewed as follows:

1. Operation Round Up
Every other month.

2. Unclaimed Capital Credits
Three times a year: 21 days before MPEI’s regular March, July and November board meetings.

3. Sponsorships
Throughout the year.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY C-3: VANDALISM REWARD

To provide a method of rewarding persons for information regarding vandalism, theft, or malicious mischief. 

This Cooperative may offer up to a Ten Thousand Dollar ($10,000.00) reward per incident for information leading to the arrest and conviction of any person or persons causing substantial damage or committing acts of vandalism, theft or malicious mischief which caused substantial damage to this Cooperative’s property and/or to electric transmission facilities owned by others that are used to serve this Cooperative.

This also applies to any act or attempted act of sabotage, whether or not actual damage or destruction occurs, where such an act was intended to cause damage to or destruction of this Cooperative’s property and/or to electric transmission facilities owned by others that are used to serve this Cooperative.

The General Manager will be responsible for the administration and compliance of this policy.  Payments will be made at the General Manager's discretion on a case-by-case basis.

POLICY C-4: SCHOLARSHIP PROGRAM

To define eligibility for and the types of Mountain Parks Electric’s college/vocational scholarships offered to member-consumers’ dependent children.

Mountain Parks Electric, Tri-State Generation & Transmission Association, and Basin Electric Power Cooperative scholarships may be awarded to graduating high school seniors to further their education based upon the recommendations of the MPE Scholarship Committee. All students who primarily live within MPE’s territory and / or who are children of MPE members are eligible.

The Scholarship Committee, comprised of a representative from each of the three areas defined as North Park, West Grand, and East Grand school district boundaries, shall meet annually to select scholarship winners.

1.  Mountain Parks Electric

  • Ten (10) $2,000 scholarships available for graduating high school seniors. At least one scholarship will be awarded in each of the three school districts; at least one scholarship, of the ten, will be for a vocational/technical school.
     
  • Three (3) Rosemary Knerr Memorial $4,000 scholarships ($2,500 in year one, $1,500 in year two) – either educational or vocational – available for graduating high school seniors. One scholarship will be awarded in each of MPEI’s three school districts.
     
  • Three (3) Tom Sifers $4,000 scholarships ($2,500 in year one, $1,500 in year two) – either educational or vocational – available for graduating high school seniors. One scholarship will be awarded in each of MPEI’s three school districts.

  

2.  Tri-State Generation & Transmission Association – (2) $500

Two (2) $500 scholarships – high school graduating seniors may apply. 

Mountain Parks Electric will match the $500 scholarship awarded to each of the two recipients.

 

3.  Basin Electric Power Cooperative - $1,000

One (1) $1,000 consumer dependent scholarship – high school graduating seniors may apply.

 

4.  Scholarship Selection Committee Scholarship: $1,000

One (1) $1,000 scholarship awarded by the scholarship selection committee.

 

*Students are eligible to receive only one of the above awards.

At its sole discretion, the MPEI Board of Directors may change the type and amount of scholarships awarded.

 

Annual Review

MPE’s Board of Directors will annually, in its review and preparation of the budget, consider and determine the amounts, if any, of scholarships for future years.

 

Agreement & Disclosure

Each applicant must sign and comply with the “Agreement & Disclosure” document (attached).

SCHOLARSHIP APPLICANT DISCLOSURE AGREEMENT

 

 

  1. As an applicant for a Mountain Parks Electric Educational Trust scholarship, I agree to fully disclose to the Scholarship Committee, any “full ride” scholarships (tuition, room and board, and books) that I receive; I agree to make the disclosure as soon as I am awarded any “full ride” scholarship, either before or after receipt of the MPEI scholarship.

 

  1. I acknowledge that my disclosure of “full ride” scholarship funds may be reviewed by the MPEI Scholarship Committee. The Scholarship Committee, in its sole discretion, may determine to reduce or modify my scholarship from MPEI, and make an award to an alternate applicant.

 

______________________________________________________________________________

APPLICANT NAME (Print)                                                                        APPLICANT (signature)

                                                                                             

                                                                                          _____________________________________

                                                                                                         PARENT/GUARDIAN (signature)

 

POLICY C-5: REBATE PROGRAM

To promote the efficient and beneficial use of electricity and establish related rebates.

Mountain Parks Electric, Inc. will pay rebates by check or bill credit to Cooperative customers who install qualifying electric technologies and/or selected appliances.  Rebate amounts and offerings may change from year to year and may include:

  1. Electric Heating Systems – such as high efficiency air- and ground-source heat pumps. Pertains to permanent installations only (no plug-in heaters).
  2. Lighting – LED/high efficiency lighting
  3. Appliances – Energy Star/high efficiency units and water heaters
  4. Electric technologies that promote beneficial electrification (reduced carbon emissions) – such as outdoor lawn/snow removal equipment
  5. Electric vehicle charging installation and equipment rebates
  6. Local renewable energy investments – as administered by MPEI’s Green Power Program

 

Members must provide receipts, invoice and model/manufacturer data within required rebate submission deadlines (within 4 months in 2020). Receipt deadline submission requirements are subject to change.

The General Manager will be responsible for the administration and compliance of this policy.

POLICY C-6: COMMUNICATIONS/COMMUNITY POLICIES AND PROCEDURES (USE OF MPEI COMMUNITY ROOMS)

To adopt and maintain rules and regulations, application for use, release of liability, and indemnification for the use of MPEI’s Community Rooms.

The use of the Community Rooms located at 321 West Agate Avenue, Granby, CO and 600 Third Street, Walden, CO will be governed by the attached rules and regulations, application for use, release of liability, and indemnification to be agreed upon by sponsors requesting use. 

The General Manager will be responsible for the administration and compliance of this policy.

The Mountain Parks Electric, Inc. (MPEI) Granby and Walden Community Rooms will be available for use to responsible individuals and organizations who will agree to the following rules and regulations governing use of the rooms.

1.  The MPEI application for the use of the Granby and Walden Community Rooms must be completed and returned to the MPEI Granby and Walden Office seven (7) days prior to the date of requested use. Applicants must also sign the Indemnification and Release of Liability forms.

2.  MPEI reserves the right to cancel a reservation at any time by notifying the reservation holder.  Planned meetings of MPEI will always have preference.  MPEI reserves the right to deny anyone or any group use of the room. 

3.  The maximum occupancy of each of the rooms is as follows:

          Granby Community Room - Town of Granby occupancy limit 72 people
          Walden Community Room - Town of Walden occupancy limit 42 people

.At MPEI’s  sole discretion and approval, the rooms will be made available free of charge for community service organizations that have been in operation for a minimum of two (2) years, such as non-profit community and neighborhood organizations, clubs, local groups, and town meetings.

4.  Groups will be limited to not more than six (6) meetings per year.  

5.  No dances, concerts, political or religious meetings may be held in the rooms.

6.  A $100 damage deposit must be collected for anyone using the Community Room.  Deposit will be returned when keys are returned and Community Room is found in acceptable condition.

7.  At the discretion of the General Manager and approval by MPEI, the rooms will be made available for a fee to the following groups:

                                                                                          4 Hours or less   Over 4 hours

          A.   Family or Personal Use (MPEI Member)                     $25                  $50
          B.   Family or Personal Use (Non MPEI Member)             $50                  $100
          C.   Business & Commercial Organizations                       $50                  $100

 

Payment for use of the facility and damage deposit must be made when the application is completed, signed and approved. These charges are not meant to discourage the use of the facility, but are to reimburse MPE for maintenance of the facility.

8.  Fees/Admission may not be charged to persons attending the meeting; however, a donation may be collected to cover direct expenses of the applicant.

9.  MPEI’s Community Rooms are tobacco free facilities.  Smoking or use of any tobacco products is prohibited.

10. Alcohol, including beer and wine, shall not be served or consumed at any time in the rooms. 

11. Prior approval must be obtained for the use of any decorations and props and they must be removed from the premises immediately after use.  No nails, screws, staples, tape or mounting devices will be permitted on the walls, woodwork, ceiling or floors.

      Mountain Parks Electric does not allow use of its electronic equipment.

      Mountain Parks does not provide internet.

12.  No tables or chairs shall be removed from the room for any outside use. 

13.  Any organization or person sponsoring use of the room will be held responsible for any damages to the room and equipment.  The premises must be left in as good of condition as found. MPEI expects people using the room to clean up the area.  Additional cleanup provided by MPEI will be charged at the rate of $50 per hour.

14.  Any evidence of abuse of the facility, vandalism or misconduct, is sufficient cause to deny further use of the room to any group.   

15.  Any youth group using the room must have adult sponsors present at all times.

16.  Any group using the room will be expected to avoid unnecessary noise, and will confine their activities to the room. 

17.  Parking is only allowed in designated areas.

18.  Rules and regulations may be modified or changed at any time without notice. Such changes will be effective for uses scheduled subsequent to the date of changes.

 19.  Before leaving groups that use the room(s) are expected to: :

        Place all trash in provided trash containers

        Wipe the counter tops and sink with the paper towels provided

        Clean out refrigerator and oven/stove

        Wipe off all tables

        Vacuum meeting room

        Clean Restrooms

        Close curtains/shades

         Shut off lights

         Make sure outside service door and front entry doors are locked

 

Do not forget to make arrangements for the key.  You may pickup the key during MPEI’s business hours one day prior to your meeting or on Thursday prior to your weekend meeting.   The key must be returned during business hours the next business day following your use of the room.

 

 

 

POLICY C-7: MEMBER-CUSTOMER SERVICE

To set forth the Board’s expectations regarding the quality of service that the Cooperative will provide to its member-customers.

The Cooperative exists to serve the electric (and other) needs of the membership and customers.  Therefore, it shall be the policy of the Cooperative that all service-related practices, procedures, fee schedules and rates shall provide fair and equitable treatment and quality service for all class of members-customers.  In implementing and overseeing the administration of such practices, procedures, fee structures and rates, care shall be taken to ensure that:

A.  Member-customers are treated with respect and courtesy at all times.

B.  Members are periodically surveyed to determine their satisfaction with the quality of service, and practices and procedures.  Any revisions needed to quality of service, and practices and procedures will be revised or updated as appropriate to ensure members-customers continue to be satisfied with the Cooperative’s operations and services.

C.  Practices, procedures and fee schedules are consistent with all applicable laws and regulations.

D.  A due-process procedure is defined and applied in an attempt to resolve member-customer complaints, problems or disputes.

E.  Members generally understand and support all billing, collection and service termination procedures.

F.   Rates are just and equitable with regard to each rate class, and are sufficient to sustain the Cooperative’s operation and financial posture and obligations.

G.  Fees charged are just and equitable.

H.  Member-customer inquiries are answered promptly, consistent with policies governing the confidentially of certain information.

A.  The General Manager shall be responsible for ensuring that a manual containing service rules and regulations, operating procedures, fee schedules and rates is developed and administered in accordance with this policy.

B.  The Board of Directors reserves the right to review and approve specific aspects of such a manual, including the fee schedule, rates and due process procedure for addressing member complaints or disputes.

C.  The General Manager shall periodically evaluate and make recommendations regarding these issues, and the Board of Directors shall by resolution approve (or revise) said recommendations.

D.  The General Manager shall also report on the results of member-customer surveys, as well as keep the Board regularly apprised of complaints and concerns.

E.  The Board of Directors will be responsible for the administration and compliance of this policy. 

POLICY C-8: MEMBER PRIVACY AND CONFIDENTIALITY

To establish fair information for the Cooperative in carrying out its responsibility to respect the privacy and confidentiality of member-customer information.

A.  NOTICE

1.  The Cooperative discloses to its member-consumers its policies and practices for the collection, maintenance, use, and disclosure of identifiable information about its member-consumers.

2.  The Cooperative collects and maintains appropriate information about its member-consumers as a routine part of its operations.

3.  When providing electricity and related services the Cooperative collects information from member-consumers, including name, address, telephone number, email address, credit information, and payment and usage history.  Usage history may include information on a member-consumer’s property and appliances, health information for lifeline service, service history, and information maintained for site visitation purposes (e.g., warning about a dog in the yard).

4.  Membership and governance activities may result in the maintenance of capital and patronage account information for members and former members, and contact information for former members.

5.  Occasionally, the Cooperative may survey a sample of its member-consumers to collect information to identify needs or improve services.

6.  Other activities by the Cooperative or its affiliates will result in the collection of additional information about a member-consumer’s property, appliances, and activities.  This information will be collected and maintained only when and to the extent appropriate to provide the services.

7.  This notice describes generally the Cooperative’s privacy and confidentiality policies.  This policy is not a formal limitation on the ability of the Cooperative to use, manage, and disclose its records as the Cooperative determines to be necessary, appropriate, or as required by law.  It is subject to change without notice.


B.  TRUST 

1.  General Practices  
The Cooperative maintains information about member-consumers for purposes that are suitable to its operations and management.  Information is collected only through lawful and fair means and for appropriate purposes.  The Cooperative is committed to maintaining accurate, complete, timely, relevant, and appropriate information about member-consumers as necessary for the purpose for which the information is to be used.

2.  Access and Correction
The Cooperative generally permits its member-consumers to access and seek correction of records about themselves that are used by the Cooperative to provide service, for billing, and to manage capital accounts.  Any person who wants to identify personal records maintained by the Cooperative, access the records, or correct the records should contact Customer Service.
 

C.  SECURITY

1.  The Cooperative maintains member-consumer information with technical, administrative, and physical safeguards to protect against loss, unauthorized access, destruction, misuse, modification, and improper disclosure.  No record or computer system can ever be fully protected against every possible hazard.  The Cooperative provides reasonable and appropriate security to protect against foreseeable hazards.


D.  USE & DISCLOSURE

1.  The Cooperative uses and discloses identifiable information about member-consumers in defined and responsible ways (in order to carry out its operations).  This section describes how identifiable information about member-consumers may be used and disclosed.

2.  Records may be disclosed to affiliates or contractors hired by the Cooperative to assist in carrying out operations, such as service, billing, tree removal and management functions including legal, audit, and collection services.

3.  Member-consumer information may be disclosed to and shared with commercial and consumer credit reporting agencies for credit-related activities (e.g., the reporting of bad debts).

4.  Records may be disclosed to government regulators and other government agencies when authorized or required by law.

5.  Records may also be compiled in aggregate form for the Cooperative’s management activities.

6.  Records may be disclosed when required by law, such as in response to a search warrant, subpoena, or court order.  The Cooperative may use and disclose records for investigations into employee misconduct or for law enforcement investigations related to its business.  Disclosures may also be made when appropriate to protect the Cooperative’s legal rights or during emergencies if physical safety is believed to be at risk.  These events are unlikely, but they are possible.  The Cooperative will take reasonable steps to limit the scope and consequences of any of these disclosures.

7.  Records may be shared with other utilities under shared service agreements or to meet operational requirements.

8.  Records about a member-consumer may be disclosed at the request of or with the permission of the member-consumer.

9.  In addition, member-consumer information may be shared with affiliates and partners of the Cooperative that offer product and services to member-consumers.

10.  Membership lists of the Cooperative may be disclosed to a member of the Cooperative for a proper purpose, such as in connection with Cooperative election activities.  In some instances, lists may be made available for appropriate uses without disclosing the list to a third party.  For example, the Cooperative may undertake a mailing on behalf of and at the expense of a third party.  Disclosures of membership lists will only be made following a policy adopted by the Board and further uses of any lists so disclosed will be subject to that policy.

11.  The Cooperative does not sell, rent, loan, exchange, or otherwise release mailing lists or telephone lists of member-consumers.  The Cooperative does not disclose any information about a member-consumer to nonaffiliated third parties without the written consent of the member-consumer.

12.  Member-consumers may request that their information not be shared with affiliates for the offering of new products and services.


E.  QUESTIONS & DISPUTES

1.  This policy is maintained and supervised by the Office of the General Manager, Mountain Parks Electric, Inc.,

P.O. Box 170, Granby, CO80446
, 970-887-3378 or 1-877-887-3378.  Questions about the policy may be directed to that office.  Any disputes over access, correction, or other matters may also be directed to that office.  The Cooperative will do its best to resolve any questions or problems that arise regarding the use of member-consumer information

A.  The Board shall ensure that this policy reflects current practices for personal information about member-consumers.

B.  The General Manager will be responsible for the administration and compliance of this policy.

POLICY D-1: DIRECTOR’S DUTIES AND STANDARDS OF CONDUCT

To explain the fiduciary duties of Directors and to clarify the standards of conduct for which they will be held accountable when serving on the Board. 

All of the powers of the Cooperative are conferred upon and may be exercised by the Board of Directors, except as reserved to or conferred upon the members by law, the Articles of Incorporation, or the Bylaws.  It is the purpose of this policy to identify or establish standards whereby such power may be exercised in the best interests of the Cooperative.   

  1. Legal Duties 

 

Colorado law requires that each Director shall discharge the Director's duties as a director, including the Director's duties as a member of a committee: 

 

1. In good faith; 

2. With the care an ordinarily prudent person in a like position would                                                                                exercise under similar circumstances; and 

3. In a manner the director reasonably believes to be in the best interest of the Cooperative. 

 

Pursuant to these three requirements, Colorado law imposes specific fiduciary duties that the Directors must follow.  The Cooperative’s attorney shall make a presentation to the Board at least once each year instructing the Board on these fiduciary duties.   

 

B. Conduct with Respect to Fellow Directors 

 

All Directors shall: 

 

  1. Demonstrate mutual respect for other Directors; 

 

  1. Allow opportunity for every other Director to be heard on any matter being considered by the Board; 

 

  1. Abstain from revealing to persons other than Directors, the General Manager or the Cooperative’s attorney any differences of positions among Directors on matters considered and acted upon by the Board. (This standard does not preclude fair and accurate publications of such differences to the Cooperative’s members in relation to contests for Director elections or other matters to be voted upon by the members.) 

 

C. Director Access to Cooperative Information 

 

Any Director is entitled to have access to Cooperative data or information, at reasonable times during the business hours for a proper purpose that is germane to his or her standing as a member or Director.  This principle is subject to the following: 

 

  1. All requests for information shall be made through the General Manager.  In no case shall such information be sought through other employees, agents or independent contractors (unless after consultation with and being advised by the Cooperative’s Attorney because an actual or potential criminal activity of the General Manager is involved). 

 

  1. In any instance in which a Director has sought access to information not      generally made available or reported to the Board, the General Manager shall report on this at the next meeting of the Board. 

 

  1. Confidential information received by a Director pursuant to this policy shall not be revealed by him or her to any other persons (the remaining Directors, General Manager and Cooperative Attorney excepted) unless he or she is  sincerely and reasonably convinced that he or she is compelled to do so by applicable law. 

 

  1. In no case should a Director reveal to others information and data he or she receives if the actual or potential effect of such revelation is to damage the Cooperative, including its image, or to enable himself or herself and/or others to personally profit therefrom. 

 

D. Good Faith and Fair Play 

 

Every Director shall deal in good faith and fair play with every other Director and the General Manager in expressing his views, questions and concerns relating to cooperative policies, rates and programs.  Good faith and fair play require: 

 

1. All Directors should reveal all information or interests which they may have and that may bear upon action being considered by the Cooperative.   

  

2. That Directors will not so pursue a position, inquiry or motion as to unduly harass or annoy other Directors, the General Manager, employees or independent contractors.  

 

3. Director communications with employees other than the General Manager shall be casual and conducted on a courteous basis, but not for the purpose of influencing an employee’s position or attitude concerning his/her Cooperative-related activities. 

 

E. Meeting Conduct 

 

Regardless of the personal relations and differences of the Board Members, they should respect each other at all times including: 

 

1. Each Board Member should allow ample opportunity for every other Board Member to be heard on any matter being considered by the Board, and listen carefully to the judgmental views as well as the factual observations of the other Board Members. 

 

2. Unless the Board Member feels he/she must do so because of a compelling and overriding concern for the best interests of the Cooperative, no Board Member should reveal to any person, other than other Board Members, the General Manager, or the Cooperative Attorney, his/her judgment or opinion of the basis for any difference of position of other Board Members on matters considered and acted upon by the Board.  This standard will apply to informal as well as formal communications. 

 

F. Meeting In Executive Session 

 

Unless a Board Member reasonably believes that he/she must institute an action in court to restrain implementation of a Board proposed or approved action or report the same to a law enforcement agency to initiate a criminal investigation, no Board Member should reveal to any person, other than other Board Members during executive session, the General Manager or the Cooperative Attorney, the content of any relevant discussion held during an executive session meeting of the Board. 

A. All candidates, nominees or appointees to the Board shall receive a copy of this policy and attest by their signatures to having received the policy. 

 

B. Mountain Parks Electric, Inc. legal counsel shall review this policy with the Board on an annual basis and inform the Board that personal liability may result from violations.  

 

C. The President of the Board shall ensure that this policy is followed. 

The Board of Directors will be responsible for the administration and compliance of this policy except, as otherwise provided for herein, where it will be the responsibility of the General Manager or Cooperative Attorney. 

POLICY D-2: FUNCTIONS AND DUTIES OF THE BOARD OF DIRECTORS

To describe the function of the Board of Directors. 

  1. The business and affairs of the Cooperative will be managed by a Board of seven Directors which will exercise all of the powers of the Cooperative except such powers which are conferred upon or reserved to the members by law, by the Articles of Incorporation or by the Bylaws of the Cooperative.  

  1. The President of the Board may appoint committees to meet on specific issues and report to the full Board.  The President is authorized to serve as Ex-Officio member on any or all committees. 

The Board President will be responsible for the administration and compliance of this policy. 

POLICY D-3: CONFLICTS OF INTEREST

To provide general guidance to the Board Members, General Manager, and other key employees in the performance of their duties and responsibilities for the Cooperative to assure the high standards of integrity, impartiality, and conduct necessary for maintaining public confidence in the operations of the Cooperative. Each Director, Officer, and Key Employee of Cooperative must comply with this Policy and applicable law. 

As used in this policy, and unless the context requires otherwise: 

  1. Board means the Mountain Parks Electric, Inc. Board of Directors. 

  1. Business Opportunity means an opportunity to engage in a business activity, other than an opportunity offered to all similarly situated Cooperative members, of which: 

  1. An Official becomes aware in connection with performing Official functions; under circumstances reasonably indicating that the opportunity was expected to be offered to Cooperative or a Subsidiary; or through using Cooperative or Subsidiary information or property if the Official should reasonably expect the opportunity to interest Cooperative or the Subsidiary; or 

  1. An Official becomes aware and knows is closely related to a business in which Cooperative or a Subsidiary is engaged or expects to engage. 

  1. Conflicting Interest Transaction means a transaction or proposed transaction by Cooperative or a Subsidiary, other than the payment of Official compensation or provision of Official benefits, and other than a transaction offered to all similarly situated Cooperative members: 

  1. To which an Official is a party; or 

  1. For which, at the time the Board considers the transaction, or at the time Cooperative or the Subsidiary becomes legally obligated regarding the transaction, an Official had knowledge and a Material Financial Interest known to the Official; or an Official knew that a Related Person was a party or had a Material Financial Interest. 

  1. Control or Controlled means: 

1. Having the direct or indirect power, through ownership of shares or interests, by contract, or otherwise, to elect or remove a majority of an entity’s governing body; 

2. Being subject to a majority of the risk of loss from an entity’s activities; or 

4. Being entitled to receive a majority of an entity’s residual returns. 

    E.      Cooperative means Mountain Parks Electric, Inc. 

    F.      Director means a member of the board. 

   G.      Disinterested Director means a Director who, at the time the Board acts regarding income, employment, competition, a Conflicting Interest Transaction, or a Business Opportunity: 

1.Is not associated with the income, employment, or compensation; is not engaged in the Transaction; and is not taking advantage of the Opportunity; and 

2.Does not have a relationship with an Official associated with the income, employment, or compensation; engaged in the Transaction; or taking advantage of the Opportunity, which relationship would reasonably be expected to impair the objectivity of the Director’s judgment regarding the income, employment, competition, Transaction, or Opportunity. 

H.         Key Employee means a Cooperative employee, other than a Director or Officer, who: 

1.Receives more than $150,000 in compensation reported to the Internal Revenue Service on Form W-2; 

2. Has responsibilities, powers, or influence over Cooperative similar to a Director or Officer; manages a segment or activity of Cooperative representing ten percent or more of Cooperative’s activities, assets, income, or expenses; or has or shares authority to control or determine ten percent or more of Cooperative’s capital expenditures, operating budget, or employee compensation; and 

3. Is one of the twenty employees with the highest compensation reported to the Internal Revenue Service on Form W-2. 

I. Manager means the individual with ultimate responsibility for implementing the Board’s decisions or supervising Cooperative’s management, administration, or operation, regardless of job title. 

J. Material Financial Interest means a financial interest in a transaction reasonably expected to impair the objectivity of an Official’s judgment regarding the transaction. 

K. Officer means an individual: 

1. Appointed by the Board, or by another Officer authorized by the Board or by Cooperative’s articles of incorporation or bylaws; and 

2. Serving as a chief executive, operating, financial, legal, or accounting officer; being in charge of a principal business unit; or performing a major policymaking function. 

An Officer includes the Manager and the individual with ultimate responsibility for managing Cooperative’s finances. 

L. Official means a Director, Officer, or Key Employee. 

M. President means a Director who is President of Cooperative or is Chair of the Board. 

N. Policy means this Mountain Parks Electric, Inc. Conflict of Interest Policy. 

O. Related Entity means an entity, other than Cooperative, a Subsidiary, or an entity of which Cooperative is a member: 

1. Controlled by an Official or an Official’s Related Individual; 

2. In which an Official owns more than ten percent of the entity’s shares or interests; 

3. For which an Official is a general partner or member of the governing body; 

4. For which an Official is a trustee, guardian, personal representative, or similar fiduciary; 

5. Employing an Official; or 

6. Controlled by an entity employing an Official. 

P. Related Individual means an individual: 

1. Who is the spouse of an Official; 

2. Who is, or is the spouse of, a child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece, or nephew of an Official or the Official’s spouse; 

3. Residing with an Official; 

4. For whom an Official is a trustee, guardian, personal representative, or similar fiduciary; or 

5. Employing an Official. 

Q. Related Person means a Related Entity or a Related Individual. 

R. Subsidiary means an entity Controlled by Cooperative. 

  1. Employment and Income.  A Director may not be employed by Cooperative or a Subsidiary.  Unless an Official discloses income or employment to the Board and a majority of Disinterested Directors authorizes or ratifies the income or employment, the Official: 

  1. Other than retirement or insurance income from Cooperative, and other than Director or employment compensation from Cooperative, may not directly or indirectly receive more than ten percent of the Official’s annual gross income from Cooperative, a Subsidiary, or a Cooperative or Subsidiary employee; 

  1. May not directly or indirectly receive more than twenty-five percent of the Official’s annual gross income from another Official; and 

  1. May not have a Related Individual employed by Cooperative or a Subsidiary. 

 

  1. Competition.  An Official may not advance the Official’s pecuniary interests, or have a Related Person that advances the Related Person’s pecuniary interests, by competing with Cooperative or a Subsidiary, unless: 

 

  1. There is no reasonably foreseeable harm to Cooperative or the Subsidiary from the competition; 

  1. Any benefit that Cooperative or the Subsidiary may reasonably expect to derive from the competition outweighs any reasonably foreseeable harm to Cooperative or the Subsidiary from the competition; or 

  1. The Official discloses the competition to the Board and a majority of Disinterested Directors authorizes or ratifies the competition. 

 

  1. Conflicting Interest Transaction.  An Official may not engage in a Conflicting Interest Transaction unless: 

 

  1. To the extent unknown by Disinterested Directors, the Official discloses the existence and nature of the Official’s conflicting interest and all facts known to the Official regarding the Transaction that a Disinterested Director would reasonably believe to be material in acting regarding the Transaction; Disinterested Directors deliberate and vote regarding the Transaction outside the presence of, and without participation by, the Official; and a majority of Disinterested Directors, but not less than two, authorizes the Transaction; or   

2. According to the circumstances at the time the Board considers the Transaction, or at the time Cooperative or the Subsidiary becomes legally obligated regarding the Transaction, the Transaction, as a whole, benefits Transaction was fair in terms of the Official’s dealings with Cooperative or the Subsidiary and whether the Transaction was comparable to what might have been obtained in an arm’s length transaction, given the consideration paid or received by Cooperative or Subsidiary. 

  1. Business Opportunity.  An Official may not directly or indirectly take advantage of a Business Opportunity unless, before the Official becomes legally obligated regarding the Opportunity: 

 

  1. The Official informs the Cooperative or Subsidiary of the Opportunity; and 

  1. To the extent unknown by Disinterested Directors, the Official discloses the existence and nature of the Opportunity and all facts known to the Official regarding the Opportunity that a Disinterested Director would reasonably believe to be material in acting regarding the Opportunity; Disinterested Directors deliberate and vote regarding the Opportunity outside the presence of, and without participation by, the Official; and a majority of Disinterested Directors, but not less than two, disclaims interest in the Opportunity. 

  1. Insider Pecuniary Benefit.  An Official may not use Cooperative or Subsidiary property, material private information, or position to secure pecuniary benefit unless:  

  1. Value is given for the use and assuming the use is a Conflicting Interest Transaction, the Official could engage in the Transaction under this Policy; 

  1. The use is payment of compensation or provision of benefits; 

  1. The use is of information only and the use is not connected with trading securities, is not a use of proprietary information, and does not harm Cooperative or Subsidiary;  

  1. Assuming the use is a Conflicting Interest Transaction, a majority of Disinterested Directors authorizes the Transaction under this Policy; or 

  1. The benefit is received as a Cooperative member; made available to all other similarly situated Cooperative members; and lawful.  

VI.        Responsibility and Enforcement.  The Board interprets and enforces this Policy. Cooperative’s legal counsel must annually review this Policy with all Officials.   

The minutes of all Board meetings should record all disclosures, votes authorizations, and other actions taken under this Policy.  Each Official must annually complete and sign the Conflict of Interest Certification and Disclosure Form attached to this Policy and deliver the completed and signed Form to President or Manager.  If an Official discovers any information or fact that could impact another Official’s compliance with this Policy, then the Official must disclose the information or fact to President or Manager immediately. 

If Manager or President receives a Form disclosing any information or fact that could impact an Official’s compliance with this Policy, then, respectively, Manager must deliver the Form to President and President must distribute the Form to the Board.  If Manager or President receives or discovers any other information or fact that could impact any Official’s compliance with this Policy, then, respectively, Manager must disclose this information or fact to President and President must disclose this information or fact to the Board. 

Upon receiving or discovering any information or fact that could impact a Director’s compliance with this Policy, the Board must: 

1. Provide the Director an opportunity to comment orally and in writing regarding the information or fact, and an opportunity to be represented by legal counsel; and 

2. Determine whether the Director complies with this Policy. 

If the Board determines that a Director does not comply with this Policy, then: 

  1. The Board must provide the Director an opportunity to comply with this Policy within thirty days; and 

  1. If the Director does not comply with this Policy within thirty days, then, as allowed by law, the Board must sanction, disqualify, and/or remove the Director. 

Upon receiving or discovering any information or fact that could impact any other Official’s compliance with this Policy, the Board must act as appropriate or authorize the Manager to act as appropriate. 

 

Conflict of Interest Certification and Disclosure Form 

 

As defined in the Mountain Parks Electric, Inc. Conflict of Interest Policy (Policy), the undersigned Official: 

 

1. Affirms that Official has received or has access to, has read, and understands the most current version of the Policy; 

2. Agrees to comply with the Policy; 

3. Based upon Official’s good faith belief, to the best of Official’s knowledge, and except as disclosed below, certifies that Official currently complies with the Policy; 

4. Discloses the following information or facts regarding any actual or potential income, employment, compensation, Conflicting Interest Transaction, Business Opportunity, or pecuniary benefit, or other information or fact, that could impact Official’s compliance with the Policy: 

________________________________________________________________________ 

________________________________________________________________________ 

_______________________________________________________________________; 

 

5. Upon discovering any information or fact regarding any actual or potential income,  employment, compensation, Conflicting Interest Transaction, Business Opportunity, or pecuniary benefit, or other information or fact, that could impact Official’s compliance, or another Official’s compliance, with the Policy, agrees to disclose this information or fact to Cooperative’s President or Manager; and 

6. Upon not complying with the Policy, agrees to any sanction, disqualification, removal, or other action taken under the Policy. 

 

 

___________________________________ 

Printed Name of Official 

 

___________________________________ 

Signature of Official 

 

__________________________________  

Position of Official  

 

___________________________________ 

Date 

POLICY D-4: DIRECTORS' ATTENDANCE AT MEETINGS AND COMPENSATION

To provide compensation for Directors commensurate with their commitment to MPE's success.

A.  Directors are encouraged to attend all regular and special meetings of the Board of Directors, all meetings of Director's committees to which they are assigned, and all other meetings as approved by the President and/or the Board of Directors. Directors may attend regular and special meetings of the Board of Directors via telecommunications.  Directors may attend cooperative related meetings, trainings, and seminars via telecommunications.   Directors will not be reimbursed for expenses to attend meetings or schools which are not authorized by the President or the Board. The Board President will be reimbursed for all meetings attended on Cooperative business. Monthly, the Board shall review forthcoming events with respect to Board or staff attendance.

B.  Directors attending meetings and/or seminars may be assigned to attend specific panels and functions to attend, and will upon request, give reports to the Board of Directors of the information acquired at such functions.

C.  Directors will be compensated for attendance at all Board-approved functions at a fee established by the Board of Directors. Each December the Board will participate in and review a survey of compensation amounts paid by other cooperatives (CREA, TSG&T, etc.) in evaluating the per diem fee for Directors. Each August the board will review director compensation in preparation with the subsequent year budget. Beginning January 1, 2024, the per diem amount for Directors, with the exception of the Board President, for the regular monthly meeting of the Board of Directors will be $1000.00.  As of the same date, the per diem amount for Directors, with the exception of the Board President, for special meetings of the Board of Directors that last longer than four hours shall be $500.00 and $250.00 for special meetings lasting four hours or less.  Beginning February 11, 2021, the per diem for the Board President for the regular monthly meeting of the Board of Directors meeting will be $1250. As of the same date, the per diem amount for special meetings of the Board of Directors that last longer than four hours shall be $750 and $500 for special meetings lasting four hours or less.  Beginning February 11, 2021, the per diem amount for all other meetings, classes, or schools that last longer than four hours shall be $500 and $250 for special meetings lasting four hours or less, provided that each such Director, excluding the President, has received prior authorization for attendance from the President or the Board.

D.  Directors may enroll in the health insurance plan offered by MPE. Directors shall receive a $500 per month premium subsidy toward the health insurance plan. Directors not enrolling in the health plan shall receive the premium subsidy as a monthly stipend.

     1. Participation in the health insurance plan will end upon termination from office as a member of the Board of Directors

E.  The Directors will also be reimbursed reasonable amounts spent for food, accommodations, tips, and the other reasonable costs of attendance at such functions, together with reasonable transportation costs and mileage as follows:

     1.  Where such function is within the State of Colorado, or at a location where transportation to such location by air travel is impractical (such as Cheyenne, Wyoming, Wichita, Kansas, etc.), and the Director furnishes the vehicle used in reaching such location, the Director furnishing the non-Cooperative owned vehicle will be paid the Internal Revenue Service standard rate for business miles as reimbursement for each mile traveled to and from such location.  Such mileage will also be paid to the Director from the Director's residence to and from an airport if air travel is used.

     2.  The normal method of travel to and from locations outside the State of Colorado, except as above stated, will generally be the lowest available, coach air service, for the time period traveled, as determined by the Cooperative.  Directors may rely on designated Cooperative employees to obtain air service.

     3.  When air travel is utilized, Directors will be reimbursed for the cost of airfare as purchased and appropriate information will be included when submitting expense reports.

     4.  In those instances where a Director may elect to drive a personal vehicle to a function when air travel is available and is feasible, the Director's reimbursement for mileage, meals and other expenses will not exceed the lowest available cost of coach air fare and associated expenses, for the time period traveled, plus reasonable travel expenses to and from airport, as determined by the Cooperative.  The Director who drives and takes other Directors with him/her will be allowed the total saved expenses up to the actual mileage covered.  This paragraph may be waived in appropriate circumstances. 

     5.  The Director will be paid at the rate specified below, for time actually spent traveling to and from all functions; such travel time will be based on available airline schedules, to and from such functions not to exceed a total of two (2) days. Director's fees will not be paid for days between travel and start of meeting, or days between meetings.

          a.  If the function is on the same day as travel and the time spent travelling and at the meeting exceeds four (4) hours, the Director will be compensated $500.00.  If the total time spent travelling and at the meeting does not exceed four (4) hours, the Director will be compensated $250.00.

          b.  If the Director travels on a day other than the day of the function, the Director will be compensated as follows:

     * Less than two hours of travel: $0

     ** 2-4 hours of travel: $250

     *** 4+ hours of travel: $500

     6.  Air travel mileage awards or hotel bonus awards belong to the person earning them provided the lowest cost available air travel has been utilized.


F.   When a Director attends a meeting as a delegate of another association, the Director will not receive Director's per diem or expenses from the Cooperative except that in cases where the Director's per diem from the other association is less than the Cooperative's per diem, the Director may request reimbursement for the difference.

G.  Expenses for the spouse of a Director will not be reimbursed, except as follows:

     1.  Difference of accommodation rate for single occupancy to double room occupancy at motels, etc. will not be charged to Director when accompanied by spouse.

     2.  Upon Board approval, expenses for spouse of Director may be reimbursed.
 

H.  Directors' liability insurance and business travel insurance coverage will be carried by and paid for by the Cooperative.

     1.  Participation in insurance will end upon termination from office as a member of the Board of Directors.

I.  All compensation paid under this policy will be reported to the Internal Revenue Service 

by the Cooperative if required by law.

J.  Fines and penalties incurred by the Director for the violation of laws and/or ordinances in traveling on Cooperative business will not be paid for by the Cooperative, either directly or indirectly.

The Board of Directors will be responsible for the administration and compliance of this policy.

POLICY D-5: EXPENSE ACCOUNT VERIFICATION

To establish standards and procedures for submittal of requests for reimbursement in the furtherance of Cooperative business. 

  1. Expenses incurred by a Director, for which reimbursement is sought from the Cooperative, will not exceed the ordinary and necessary sums paid or incurred in the furtherance of the Cooperative's business. 

 

  1. The Cooperative's Directors will be reimbursed for ordinary and necessary sums expended in the furtherance of the Cooperative's business, including the attendance at meetings and functions authorized by the Cooperative through its policies or otherwise, provided an accounting is made to the Cooperative in the following manner: 

 

  1. Such accounting will be submitted in a clear and understandable manner by means of an expense report on a form as attached hereto, as the same may be changed from time to time by direction of the Board of Directors.  Expense reports will be submitted within 30 days of attendance at the meeting or function. 

 

  1. Such expenses must be substantiated by adequate written records detailed in a daily expense record, showing the (1) amount, (2) date and location, (3) the names, and (4) business relationship of any persons for which expenses are charged other than the individual claiming reimbursement. 

 

  1. Receipts for all expenses will be attached to the expense report form submitted to the Cooperative.  Any missing receipt requires a written explanation on the daily expense record.  Hotel bills will be itemized, separating personal and business phone calls, meals, etc.  Any discrepancies between reimbursement requested and receipts will be documented. 

 

The President or Vice President will be responsible for the administration and compliance of this policy, and review of any apparent discrepancies with the claimant before payment. 

POLICY D-6: REPLACEMENT OF DIRECTORS

To establish standards, presumptions and procedures for replacement of a Director who no longer meets the qualifications set forth in the Bylaws. 

  1. Standards 

 

The Bylaws of the Cooperative set forth the standards for qualifications of a Director. 

 

  1. Presumptions 

 

The existence of one or more of the following facts will create a presumption that one or more of the qualification standards is no longer being met. 

 

  1. The Director establishes a permanent residence outside boundaries of the cooperative. 

 

  1. The Director or an entity in which the Director is a principal or an owner does not receive service in the district he/she represents.  

 

  1. The Director is absent from three consecutive regular meetings of the Board of Directors, unless excused.  

 

  1. The Director accepts full-time or part-time employment, either as an employee or as a direct or indirect independent contractor, in any enterprise that is in competition with the Cooperative or any subsidiary thereof or in any business selling electric energy to the Cooperative or its members. 

 

  1. Notwithstanding any provision to the contrary in Policy D-3 the Director makes an investment in excess of $10,000.00, either in equity, debt, capital equipment or a combination thereof, in any enterprise that is in competition with the Cooperative or any subsidiary thereof, or in any business selling electric energy to the Cooperative or its members. 

 

  1. Procedure 

 

1. Upon a report of the existence of a presumption to the Board of Directors by the General Manager or another Director, the Director against whom a presumption exists will be advised by at least ten days written notice, that his or her office will be voted upon by the Board of Directors at its next regular meeting and that the Director may attend that meeting and be heard. At such meeting a two-thirds majority vote of the Directors will be required to vacate the office. 

 

2. If the office is vacated the Board of Directors will provide written notice of the vacancy to each of the members of the district that had been represented by the Director, and will proceed to fill the vacancy in accordance with the provisions of Article IV, Section 7 of the Bylaws. 

 

The Board of Directors will be responsible for the administration and compliance of this policy. 

POLICY D-7: DIRECTOR SEARCH AND SELECTION

To ensure that the best possible people are appointed to fill vacancies which may occur in the Board of Directors, other than by the expiration of a Director's term in office, and to clearly spell out the procedures to do this consistent with the Bylaws of this Cooperative and other legal requirements.

  1. Every effort will be made to anticipate as far in advance as possible vacancies which may occur on the Board. 

  2. When such a vacancy occurs or is anticipated, the Board President may appoint a Search and Selection Committee composed of three Directors from the Board and three members from the district in which the vacancy exists or may occur.  If a Director still serves on the Board from the particular area or district, the Board President will appoint the three non-Director members to the Committee in consultation with that Director.  Acceptance by a non-Director to the Search and Selection Committee will automatically disqualify him/her for consideration for the vacancy being considered. 

  3. The Board President or his/her designee should meet initially with the Committee and explain the functions of the Committee including reviewing the "Statement of Qualifications for Rural Electric Director” adopted by the Board on December 30, 2002. 

  4. The Committee will elect one of its members as Chairman. 

  5. The Committee will consider individuals who reside in the district that meet the Statement of Qualifications.  The Committee will consider all resumes received, will interview the individual(s) it considers the best qualified, and from this group select no more than three individuals to recommend to the Board in order of preference.  If the individuals are not interviewed, those recommended should be contacted to determine their willingness to serve and in particular to devote the time required to effectively carry out their responsibility and make a meaningful contribution to the deliberations of the Board. 

  6. The Committee will meet with the Board and discuss its recommendation(s). 

  7. The Board will appoint a Director to fill the vacancy from the Committee's recommendation(s).  

  8. Any vacancy occurring in the Board of Directors will be filled by a majority vote of the remaining Directors unless filled by the members pursuant to Article IV Section 5 of the Bylaws. Directors thus appointed will serve for the balance of the unexpired term of the vacancy being filled or until their successors have been elected and will have qualified. 

The Board President will be responsible for the administration and compliance of this policy.

POLICY D-8: CONTESTED DIRECTOR ELECTIONS

To create general guidelines governing the voting process for the election of Directors as established by Mountain Parks Electric, Inc. (“MPEI” or the Cooperative) Articles of Incorporation and Bylaws.  These guidelines are intended to ensure the fairness, impartiality, confidentiality, transparency and integrity of the voting process.

I.  Deadlines

A.  No less than six months before election: The date of the election of directors shall be fixed and posted on MPEI’s website and otherwise publicized.

B.  60 days, plus two months, before the election: Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on MPEI’s website no less than two months before petitions to become a candidate are due.

C.  At least two months plus 3 days before the election: The deadline for voted mailed ballots to be received by MPEI shall be posted on MPEI’s website.

D.  60 days before the election: Deadline for petitions to be delivered to MPEI.

E.  25 days before the election: Ballots should be mailed by MPEI to all Members entitled to vote in the election.

F.  3 days before the election: Voted mail ballots must be received by the Credentials Committee three days before the election. 

II. Qualifications to become a candidate for director

A.  Each candidate for election to the Board shall be a member of the Cooperative and shall have his/her “main home” in the District for and in which the election is to be held, (as the term “main home” is defined by the Internal Revenue Service),  and who shall have furnished the Cooperative with a written statement telling why the member wishes to run for election and that the member, if elected, can and will attend all meetings of the Board, subject only to unforeseen conditions beyond the control of the member, and meets or will meet the qualifications set forth in subparagraph (B ) below.

B.  To be eligible to become or remain Director, the person shall: (i) be a member of the Cooperative; (ii) receive electric service from the Cooperative at his or her “main home”; (iii) be able to actively participate in the management of the business and affairs of the Cooperative;  (iv) not be employed by, substantially financially interested in, or represent the interests of a business in competition with the Cooperative; and (v) become NRECA certified as a director through course attendance within five (5) years of the election or appointment as a Director.

  1. No more than two (2) Directors (other than a publicly elected government official) shall be permitted to serve concurrently who are either employees of, serve as a Director or trustee of, or act as a consultant to, the same organization.  Employee means employment for at least 20 hours per week for 20 consecutive weeks.
     
  2. If a circumstance described in (1) arises after a Director is elected, the Director who obtains a relationship with an organization subsequent to the formation of a relationship with an organization by other Directors shall be disqualified from serving.

III.  Nomination, election and voting requirements

A.  A nomination for director on the board of directors of MPEI must be made by written petition signed by at least fifteen MPEI members residing or receiving service in a District which is called for election.  Such petition shall be filed with the MPEI board of directors no later than sixty days prior to the date of the election. Any petition so filed shall designate the name of the nominee and the term for which nominated.

B.  Each MPEI member qualified to vote in the election of directors is entitled to vote in the election either at the meeting of members or by mail, but not both.  A member who has voted by mail is not entitled to vote at the meeting. 

C.  The date of the election shall be set by the Board of Directors no less than six (6) months before the date of the election and such date shall be posted on MPEI’s website.

D.  Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on the MPEI’s website no less than two months before petitions to become a candidate are due. This mailing should include the following information:

  1. Qualifications for becoming a director pursuant to Article IV. Section 3 of the MPEI Bylaws;
     
  2. Petition requirements and deadline;
     
  3. Deadline for submitting Petition;
     
  4. Deadline for MPEI mailing ballots;
     
  5. Deadline for Members to mail ballots to the Credentials Committee; and 
     
  6. Election date.

E.  The deadline for mailing ballots shall be posted on the website at least two months before the deadline and shall remain so posted until after the election. 

F.  The mail ballot shall be voted by the member, placed in a special secrecy sleeve or inner envelope provided for the purpose so as to conceal the marking on the ballot, deposited in a return envelope, which must be signed by the voting member, and mailed back to the Credentials Committee (defined below).  A mail ballot received in a signed return envelope but without a secrecy sleeve or inner envelope shall not be voided simply because it is delivered without a secrecy sleeve or inner envelope. 

G.  Proxy or cumulative voting is prohibited.

H.  Board candidates shall be entitled to receive a list of all MPEI members in a usable format and on the same basis and at the same time as such lists are made available to incumbent directors running for re-election.  Candidates shall use such lists only for purposes related to the election and shall return or destroy them immediately after the election.

I.  The order of names on the ballot shall be determined randomly in a manner that does not automatically assign the top line to the incumbent.  The candidates will be invited to observe the selection of ballot order.

J.  Each year the Board of Directors shall appoint an independent, third-party professional election services company (the “Credentials Committee”) to: (i) conduct the design and printing of ballots; (ii) manage mailing of ballots to members, (iii) receive completed ballots and provide for the secure storage of the completed ballots for tabulation; (iv) provide for replacement ballots; (v) segregate ballots questionable under Colorado law and this policy and voting guidelines for determination of validity by the Election Supervisory Committee; and (vi) tabulate the valid ballots and certify the results to MPEI’s attorney for announcement on the day of the election.  The Credentials Committee will also be responsible for ballot recounts if such are required by this policy.  Ballots shall be collected and stored in a manner that protects the privacy of their content.  The Credentials Committee must deliver the ballots to MPEI under seal promptly after the count and, upon the request of any candidate, made available to the candidate for inspection.

K.  Neither MPEI nor the Board of Directors shall endorse or oppose the candidacy of an incumbent board member or other candidate for a position on the board.  During the two months immediately preceding the election, board members shall not send individual newsletters using MPEI resources.  Except for use of member lists, no candidate, whether incumbent or challenger, shall use MPEI property for any campaign purposes.  Such property includes, but is not limited to MPEI’s logo, signage, newsletter, or other communications resources. 

L.  Pursuant to Article III., Section 4.(d) of the MPEI Bylaws, to be elected, a candidate must receive a majority of all valid votes cast for the contested district.  If no candidate receives a majority of all valid votes cast for the contested district, then MPEI shall conduct a runoff election of the two candidates receiving the most votes from the initial ballot.  Members may vote for a candidate in the runoff election by mail or in person at a special meeting called for the purpose of holding the runoff election.  Said special meeting shall be held not later than ninety (90) days after the annual meeting.  If there is a tie vote resulting in exactly 50% of the votes being cast for one candidate and 50% for another candidate, the winner will be determined by coin flip.  The coin flip shall be conducted by a member of the Election Supervisory Committee in the presence of both candidates or their designated representative.   

M.  A recount for the election of a director must be conducted if the difference between the number of votes cast between any two of the top three director candidates in the election contest is less than or equal to one-half of one percent (0.5%).  An election contest is for the specific director district contest, not the election as a whole.  The cost of the recount shall be paid by MPEI. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.

N.  If the difference is greater than one-half of one percent (0.5%) but less than two percent (2.0%), the candidate with the fewer number of votes cast in the election contest may submit to MPEI’s attorney a notarized written request for a recount within three (3) business days of the election.  The cost of the recount must be paid by the requesting party prior to the commencement of the recount.  The cost of the recount shall be refunded if the recount changes the winning director or a director moving on to a runoff election. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.

O.  All board members shall make available to Cooperative members some means for direct contact, whether by telephone, electronic mail, or regular mail. Information on how to contact each board member by one or more of these methods shall be available on the Cooperative website.

P.  All elections shall be under the direction of MPEI’s general counsel and a staff member designated by the General Manager, who shall coordinate the election with the Credentials Committee and Election Supervisory Committee.  The MPEI staff member shall not be engaged in the mailing, storing or tabulation of ballots, which shall be done by the Credentials Committee.

Q.  The designated staff member and MPEI’s general counsel will prepare procedures for checking in members at the member meeting to determine a quorum and such other matters as are needed for the conduct of the elections.

R.  The Credentials Committee, working with MPEI’s general counsel, will prepare detailed procedures for collecting, sorting, validating, tabulating and reporting on election ballots.

S.  All activities of the Credentials Committee shall be done under the direction and control of MPEI’s general counsel or such individuals designated by him or her.

T.  This policy shall be posted to MPEI’s website.

IV.  Director Election Supervision

The Board shall appoint an Election Supervisory Committee no later than the regular board meeting immediately preceding the deadline for submission of nominating petitions.  The Election Supervisory Committee shall consist of three members who reside in Director Districts other than the District for which there is a contested election, to oversee the election and voting process. In the case of jointly held memberships, pursuant to Article I, Section 3(a) of the MPEI Bylaws, only one of the joint members may be on the committee.  The Committee's responsibilities include, but are not limited to, resolving all issues or questions that may arise with respect to the election and voting process, the validity of members' signatures on nominating petitions as identified as questionable by MPEI staff, the validity of members’ signatures on ballots identified as questionable by the Credentials Committee, the registration of members, and any challenges to the election and voting process. The Cooperative Attorney shall be present at all stages of the registration and meeting to advise the Election Supervisory Committee as needed.  The Board may appoint alternates who may serve as a member of the Election Supervisory Committee in the event a Committee member is unable or unwilling to serve. 

V.  Voting Qualifications

A.  Only members of the Cooperative residing in or receiving service in the contested district may sign a nominating petition and only members residing in or receiving service in the contested district may vote by mail or at regular and special meetings of Members.  If a member is receiving service in more than one District, the member shall state in writing, delivered to the Cooperative, in which District the member shall vote.

B.  As a practical matter, the Cooperative asks Members to certify their membership by their signature on petition forms and return envelopes containing ballots.  The Cooperative verifies membership based upon that member's record and application for service.  From time to time, such signatures vary from Cooperative records requiring a determination of validity.  Using the philosophy of allowing as many members as possible to express their vote, determinations of validity will err on the side of acceptance.  Specific membership types and acceptable signatures for each include, but are not necessarily limited to, the following:

  1. Individual Membership - The member of record's signature.  In the case of a joint Membership, one signature from any joint member is acceptable on a return envelope, and one signature is acceptable on a nominating petition.
     
  2. Corporate Membership - The signature of an officer or assistant officer of the corporation such as President, Vice-President, Secretary or Treasurer.  Such signature must be on record with the Cooperative.
     
  3. Unincorporated Entity Membership - The signature of an authorized representative on record with the Cooperative.

C.  The Election Supervisory Committee will determine questionable signatures and membership validity questions.

VI.  Ballot Procedures

A.  For each election a printed ballot and a special envelope for the concealing of such ballot by each member who votes, together with a return envelope containing a signature line by the voting member shall be mailed to each member entitled to vote in the District in which the election takes place.  Each member shall be instructed that if he or she wishes to vote, the ballot shall be marked in accordance with instructions to be placed on each ballot, such ballot shall then be placed in the special envelope, and the special envelope containing the ballot shall then be mailed to the to the address shown on the return envelope, which must be signed by the member.  Return envelopes not signed by a member shall not be counted.  Return envelopes shall be addressed to the Credentials Committee.  The Credentials Committee shall keep them unopened and secure until the tabulation process begins.  The Cooperative may also provide a secure ballot box for members to deliver voted ballots to MPEI.  Ballots delivered in this manner will be kept by MPEI unopened and secure until the tabulation process begins by the credentials committee. 

B.  The return envelopes shall have affixed to them a member name(s) and address label generated from the membership records of the Cooperative. The return envelope should contain all joint members’ names. The signature of one joint member shall validate a ballot.  The envelopes shall have a signature block for the member's signature, printed name and title.    Other appropriate information and directions will also be provided. Any ballots delivered to the Cooperative in person or by mail shall be delivered by secure means to the Credentials Committee prior to the member meeting.

C.  The Credentials Committee shall 1) maintain an accounting of the number of return envelopes 2) sort the envelopes into groups after comparing the member label to the signature block.  The groups include: i) envelopes signed by the member, officer or authorized representative, ii) envelopes unsigned, iii) envelopes to be reviewed by the Election Supervisory Committee for their determination of validity.

D.  Questions or concerns raised by a candidate regarding the handling of return envelopes should be directed in writing immediately to the Election Supervisory Committee for its review and determination.

E.  The Credentials Committee will transport all return envelopes to the site of the meeting of members and maintain custody and control during meeting registration and tabulation.  The Credentials Committee will also supervise the in-person voting process.

F.  The Credentials Committee shall supervise the collection and transport of all ballots cast in person to a site to begin the ballot counting process.

VII.  Registration

A.  An important part of the meeting of members is registration of members to determine the presence of a quorum and, if required, to verify membership for voting purposes.  The registration process is handled by the Cooperative’s staff and employees prior to the start of the business portion of the meeting.

B.  In the event there is a contested election of directors, the registration process will continue to be carried out by the Cooperative employees, and the voting process for director elections will be supervised by the selected Credentials Committee under the general oversight of the Election Supervisory Committee.

C.  In person balloting will be available to members prior to the business portion of the Meeting of Members, beginning at the open of registration for the Meeting of Members.  The Notice of Meeting of Members shall specify the time when ballots will be available for in-person voting.  In person balloting is not allowed for Members who have voted by mail prior to the meeting.

D.  A qualified candidate may observe the registration and voting process.  No candidate shall be allowed to observe in a way that enables the candidate to determine how many votes are cast for a candidate.  Candidates shall not touch or take possession of ballots at any time. 

E.  No person shall be allowed to electioneer, photograph, videotape or tape record any activity in the registration and voting area while an election is in progress.  Nor shall unauthorized persons congregate within the registration or ballot tabulation area. 

F.  Any question, concern, dispute or inquiry regarding any election or voting issue that might arise during the registration and voting process must be submitted in writing to the Election Supervisory Committee for their review and determination. A written submittal to any member of the Committee shall be sufficient.  The Committee may respond to non-written questions but such shall not be considered a legal form of inquiry or answer.

VIII.  Challenges

A.  Except as stated in the following paragraph, any qualified candidate may challenge the correctness of any announced result of a Director election in which he/she was a candidate.  Any challenge so raised must be made in writing, stating the grounds(s) and the requested relief, addressed to the Election Supervisory Committee, and presented within ten (10) calendar days from the close of balloting.  The Committee will authorize the relief requested if the Committee determines that the ground(s) have merit.  If a recount is authorized, it shall be conducted at the requesting party’s expense, paid in advance, and the recount shall be performed in the same manner as performed for the original vote count, correcting, if necessary, any objections to the procedure.

B.  Due to the nature of the balloting by mail process as required by State law, any challenge by a qualified candidate of the balloting by mail process, method of handling return envelopes, validation of members signatures, acceptance or rejection of return envelopes and/or other issues relating to balloting by mail must be made prior to the opening of ballot containing envelope.  Any challenge so raised must be directed in writing to the Election Supervisory Committee for its review and determination.  Once the return envelopes are opened, the special ballot envelope containing the member's ballot will be removed, eliminating any method of identifying any ballot from any other.  Once envelopes are opened, challenges to the ballot by mail process will be denied.

IX.  Dispute Resolution

A.  The Election Supervisory Committee shall have the authority to rule on all questions that may arise with respect to the validity of nominating petitions, validity of member signatures, the registration of members, counting of ballots cast in any election, determination of the validity of any ballot irregularly marked or cast, rulings upon all other questions that may arise relating to the ballot by mail process, member voting and the election of Directors, and decisions upon any challenge, protest or objection made with respect to any election or conduct that may affect the results of any election.  The Committee's decision on all such matters shall be final.

B.  In the event any clause or provision of these guidelines shall be adjudged to be invalid or void, or determined to be in conflict with Mountain Parks Electric, Inc. Articles of Incorporation, Bylaws, existing laws, rules and regulations of the United States of America, State of Colorado, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules, and regulations shall take precedence over the particular guideline and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining guidelines, clauses and provisions contained herein.

It shall be the responsibility of the Board of Directors to carry out the terms of this policy.

POLICY D-10: MEMBERS', CONSUMERS' & NEWS MEDIA's ATTENDANCE at DIRECTORS' MEETINGS

To establish a policy to allow members and consumers of this Cooperative and their spouses and the news media to attend the meetings of the Board of Directors.

A.   Members and consumers of this Cooperative and their spouses, representatives of the news media and other members of the public are welcome to attend and observe the regularly scheduled meetings of the Board of Directors, unless a meeting or portion of a meeting has been declared closed and in executive session.

B.  Pursuant to Colorado Law and the Articles of Incorporation and Bylaws of this Cooperative, the business and affairs of this Cooperative must be managed by the Board of Directors.  The meetings of the Board must therefore be conducted in a business-like manner.  Members and consumers and their spouses, representatives of the news media and other members of the public (“Guests”) are welcome to attend the Board meetings and may address the Board on any matter concerning the policies and business of the association.   The Board may place reasonable, viewpoint-neutral restrictions on the amount and duration of public comment.

C.  In order to accommodate a member's and/or consumer's reasonable request to present an issue or request to the Board, and because of the large number of members and consumers and the need for the Cooperative's staff to accumulate any information pertaining to the issue or request, the following procedure will apply

  1. If a Guest wishes to address the Board during the “Public Comment” portion of a meeting, the Guest may attend the meeting and address the Board during the Public Comment portion of the meeting.
     
  2. If a Guest wishes to be placed on the Agenda, separate from the “Public Comment” portion of the meeting, the following procedure will be followed:

          a) The request to address the Board at a meeting will be set forth in writing and will be submitted to the General Manager at least 15 days prior to a regularly scheduled Board meeting, setting forth the reason therefore and the other information called for by the "Meeting Participation Request" form attached hereto. Unless the General Manager, Cooperative's Attorney, and President of the Board of Directors conclude that the subject matter of such request should not be presented to the Board, the matter will be included on the Agenda of a regularly scheduled Board meeting as soon as such request can reasonably be accommodated.  The General Manager will cause written notice of the meeting at which the member's and/or consumer's request is to be considered to be given to the member and/or consumer making the request.

          b)  After deliberating the matter and making a decision thereon, the Board will cause such member to be duly informed thereof, including, if such be the case, that no action was or will be taken thereon.

          c) Regardless of the action that has already taken place or that may take place thereafter, at each meeting of the Board the General Manager will report to the Board on any such request, how they have thus been handled and what recommendations, if any, he/she or the Cooperative Attorney have with respect thereto.

      3. Due to Colorado statutory notice requirements regarding the Cooperative’s Board meetings, if a Guest addresses the Board pursuant to Section II.C.1, the Board may not be able to take action on any request by the Guest until the item can be placed on the agenda for a meeting of the Board of Directors pursuant to Colorado law. 

D.  Formal complaints by a member shall be handled in accordance with the procedures set forth by the Colorado Public Utilities Commission and Mountain Parks Electric’s Service Rules and Regulations filed therewith.

The Board of Directors and General Manager will be responsible for the administration and compliance of this policy.

POLICY D-11: IN-KIND SERVICES SUPPORT FOR DIRECTORS/ MANAGERS CAMPAIGNS FOR AFFILIATED ORGANIZATIONS

To establish policy guidelines for provision of in-kind services in support for MPEI Directors/Managers campaigns for positions with affiliated business and trade organizations.

  1. The Board authorizes up to $2,500.00, and additional in-kind services support for each Director or Manager who applies and campaigns for an official position to represent MPEI on an affiliated organization’s governance body.  

  2. Affiliated organizations may include, but are not limited to, National Rural Electric Cooperative Association (NRECA), Cooperative Finance Corporation (CFC), CoBank, Federated Rural Electric Insurance Exchange, and other organizations which work to advance the interests of rural electric cooperatives.  

  3. In-kind service may include staff time for preparing communications, copies, mailings and other means of communications.  

The Board of Directors will be responsible for the administration and compliance of this policy.

POLICY E-1: SAFETY AND JOB TRAINING

To provide for the protection of human life from injury and death and in the conservation of property belonging to the Cooperative and others from accidental damage or destruction; to adopt the guiding principles to help direct MPE actions toward continually improving safety performance.

A.  It is hereby established that the Board of Directors will receive a safety and job training report from the General Manager, Operations Manager, or Safety Coordinator monthly and that the minutes of the Board of Directors meeting will reflect that this report was made and accepted.  This report shall include, but not be limited to, the accidents and near misses reported during the period following the last report, the loss prevention activities engaged in by the Cooperative, job training progress, and the activities of the Safety Committee.

B.  The Cooperative shall employ a Safety Coordinator to initiate and administer a safety program with the following minimum requirements:      

1.  The Safety Coordinator shall cause safety meetings to be held regularly for employees of the Cooperative; schedule safet activities for the general public; and job training for employees as appropriate.

2.  The Safety Coordinator will work with the Safety Committee to assist him or her, with duties that involve all facets of the Cooperative’s activities, including systems and design, construction, operations, office services and management.  The Safety Coordinator will make monthly reports of activities taken and employee meetings held for review by the General Manager and Operations Manager.  The Safety Coordinator’s duties generally will be as follows:

     a. To review and investigate all accidents involving personal injury or death to employees or members of the public, and damage or destruction of property of the Cooperative or of the public.

     b. To review power failures, outages, and occurrences which compromise the safety of employees and public.

     c. To review letters of complaint to the Cooperative concerning accidents, safety hazards, ecology, and pollution issues, or system reliability.

     d.  To review the Cooperative’s proposed new construction plans, equipment purchases, and maintenance programs for safety hazard identification.

     e. To propose to the General Manager and Operations Manager policy recommendations, procedures and corrective measures in regard to safety on all commonly encountered hazards inherent in the Cooperative’s operations.

     f. To provide a written summary of all safety related items of interest for the Cooperative’s General Manager, Operations Manager and Board of Directors.

     g. To coordinate the Cooperative’s safety program and to be directly responsible to the General Manager.

     h. To administer the Cooperative’s safety program so as to help assure implementation and compliance with the National Rural Electric Cooperative Association’s Safety Achievement Program.

     i. To monitor member relations safety programs so as to help assure their effectiveness insofar as the Cooperative is concerned.

     j. To help assure compliance by the Cooperative with safety standards defined by the Occupational Safety and Health Act, and all other applicable state and nationally recognized safety requirements.

     k. To monitor the engineering function of the Cooperative as a primary source of safety design criteria whereby safety can be given a prominent priority in system development.

     l.  To develop a safety information program so that members of the Cooperative and others are notified, as appropriate, of pertinent system hazards and of preventive measures that should or will be taken.

     m. To establish procedures to help assure participation, as appropriate, by the Cooperative’s employees in nationally recognized programs which further employee involvement in safety efforts and programs.

C.  The Safety Coordinator position may be fulfilled by the Operations Manager or other employee of the Cooperative.  The Safety Coordinator shall be designated by, or hired by, the General Manager. 

D.  Mountain Parks Electric, Inc. has adopted the American Public Power Association Safety Manual for safety rules.

The General Manager will be responsible for the administration and compliance of this policy along with the following:

A.  The Board of Directors shall require a monthly safety and job training report from the General Manager, Operations Manager or Safety Coordinator.

B.  The General Manager, Operations Manager or Safety Coordinator shall make all reports as required by this Policy and other entities having jurisdiction; and cause to be carried out an effective and well-rounded safety and job-training program in accordance with this Policy.

C.  The Safety Committee shall meet, record minutes, and report as required by this Policy.

D.  The Safety Committee shall coordinate with the Safety Coordinator the safety programs of the Cooperative.

E.  The Safety Committee, along with the Safety Coordinator, shall develop and maintain an annual safety improvement plan.

F.  The Safety Committee shall work with the Safety Coordinator to provide ongoing employee training, as needed, to help improve organizational safety awareness and competencies.

G.  The General Manager, Operations Manager, or Safety Coordinator shall provide an annual update of cooperative safety performance measures per the national program guidelines.

H.  All employees will participate in the formal 3-year cycle safety program assessment, including an on-site observation process.

POLICY E-2: SECURITY OF PROTECTED HEALTH INFORMATION

To establish the policy of Mountain Parks Electric, Inc. consistent with requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).  To define, for administrative and legal purposes, the cooperative’s practices, rights and responsibilities with regard to protected health information of employees, employee’s dependents, directors and retirees.

The cooperative acknowledges its obligation to maintain certain confidential health information that is timely, accurate and complete for its intended purpose.  Protected Health Information (“PHI”) is individually identifiable health information that is transmitted or maintained electronically or in any other form or medium.  Individually identifiable health information is information that is created or received by the cooperative that relates to the past, present or future physical or mental health or condition of an individual, or the past, present or future payment for the provision of health care to an individual and identifies the individual or creates a reasonable basis to believe that the information would identify the individual.           

The cooperative’s Manager of Human Resources & Administration shall serve as the cooperative’s “Privacy Officer” and “Information Security Manager” as those offices are defined and to which responsibilities are assigned for compliance under law.  The incumbent of this position shall be the sole “Authorized Employee” and sole direct recipient and custodian of any protected employee and beneficiary health information that may be presented to or possessed by the cooperative.  Individuals who are the subjects of such information shall be responsible for causing health care providers, insurers, and other sources, to provide the minimum necessary medical information to the cooperative or the Privacy Officer for appropriate employer use and safekeeping.

The Manager of Human Resources & Administration shall employ appropriate procedures and safeguards for maintenance of any protected health information presented to or possessed by the cooperative, and shall inform employees about the intended uses of personal information and their opportunity to review and correct such information.  No employee, other than the Manager of Human Resources & Administration as the “Authorized Employee” shall have routine direct access to the protected health information except that “Responsible Employees” may have access to the extent and for the duration of their need to obtain such information to carry out the processes and transactions that are dependent on that information.

A “Responsible Employee” for the purposes of the terms and provisions of this Policy, is defined as an employee whose job duties may not require direct access by the employee to PHI, but in connection with the employee’s job position and in the course of carrying out the employee’s job responsibilities, the employee may become aware of facts and data which are or may be considered PHI.  Responsible Employees shall be identified by the Manager of Human Resources & Administration, and be trained by the Manager of Human Resources & Administration to be appropriately aware of applicable privacy rules and regulations and shall be instructed to be discreet and observe and follow all rules and regulations which are promulgated and intended to preserve the privacy of PHI.

The Manager of Human Resources & Administration shall exercise primary staff responsibility for administration of this policy. The General Manager shall be responsible for providing the resources and oversight for administrative compliance with the requirements of applicable laws and regulations.

POLICY E-3: HARASSMENT BASED ON A PERSON’S SEX

To clearly state the policy of the Cooperative regarding harassment based on a person’s sex, and to provide for disciplinary action in the event the policy is not followed. 

  1. It is the policy of the Cooperative that all of our employees should be able to enjoy a work atmosphere free from all forms of illegal discrimination including harassment based on a person’s sex.  Sexual harassment infringes on an employee’s right to a non-hostile work environment and is a form of misconduct which undermines the integrity of the employment relationship.  No employee – male or female – should be subjected to unsolicited and unwelcome sexual overtures or conduct, either verbal or physical. 

  

  1. Harassment based on a person’s sex does not mean occasional compliments of a socially acceptable nature.  Sexual harassment refers to conduct which would be offensive to a reasonable person of the same sex to which the harassment was directed, and which harms morale, or which unreasonably interferes with the effectiveness of our business or the work performance of the individual. 

 

  1. This includes repeated offensive sexual flirtations, advances, or propositions; continued or repeated verbal abuse of a sexual nature; the display of sexually suggestive pictures or objects or any offensive or abusive physical conduct.  It also includes the refusal to take any personnel action on the basis of an employee’s submission to or refusal of sexual overtures.  No employee should so much as imply that any individual’s “sexual cooperation” will have any effect on the individual’s employment, assignment, compensation, advancement, career development, or any other condition. 

 

  1. An employee who feels that this policy has been violated should contact the General Manager or any Department Manager. An employee who feels that the General Manager has violated this policy should contact the Cooperative’s attorney or the president of the Board of Directors.  Complaints will receive immediate attention and investigation, and if the facts warrant it, appropriate discipline will be taken against the offender, ranging from verbal warning to discharge.

The General Manager will be responsible for the administration and compliance of this policy. 

POLICY E-4: DEFERRED COMPENSATION PLAN

To hereby adopt and maintain Deferred Compensation Plans for the General Manager, Department Managers and for the MPEI Board Members.

The General Manager, each Department Manager and MPEI Board Members, now serving or who may serve in the future, shall be entitled to become a participant in the NRECA deferred compensation plans as they are presently proposed or as they maybe hereafter amended. Cost to administer the Deferred Compensation Plans will be paid for out of the MPEI general fund.  

The General Manager will be responsible for the administration and compliance of this policy.  

POLICY E-5: TEMPORARY HOUSING PROGRAM

To assist employees with housing rental costs. 

A. Subject to the eligibility limitations set forth in this Policy, MPEI may provide a rent subsidy allowance to a new or relocating full-time employee who is relocating from an area outside or within MPEI’s service districts to the Granby, Kremmling, or Walden service districts for actual expenses incurred at 50% of actual rental costs paid, up to One Thousand Dollars ($1,000.00) per month, for a period of up to twelve (12) months. Current full-time employees experiencing a financial hardship are also eligible for this payment. Employees living in MPEI owned housing are not eligible for this reimbursement. Employees who own a house within the MPEI service territory are not eligible.  If an employee receiving rental assistance purchases a house in the MPEI service territory anytime during the twelve (12) month period, the remaining subsidy will go towards the down payment of the home through payroll and will be taxed accordingly. Paperwork substantiating the purchase of the home will be required to receive the remaining subsidy payment and will be paid after the closing of the home.  The subsidy will be paid on a per pay period basis upon the submittal of paid rent receipts or canceled checks and taxed accordingly.  Employees should submit requests for payment under this policy to the Manager of Human Resources.  Payment will begin upon approval by Human Resources and MPEI’s General Manager.      

The General Manager will be responsible for the administration and compliance of this policy.

POLICY E-7: WHISTLEBLOWER

Mountain Parks Electric does not  discharge or otherwise discriminate against any employee with respect to compensation, terms, conditions, or privileges of employment because the employee (or any person acting pursuant to the request of the employee) provided information regarding any possible violation of any law or regulation by MPE or any director, or employee of MPE.

Mountain Parks Electric requires directors, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. It is expected that all employees and directors of MPE practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility

It is the responsibility of all employees, and directors to comply with and to report violations or suspected violations in accordance with this policy.

No Retaliation

No employee or director who in good faith reports a violation of the policy shall suffer harassment, retaliation, or adverse employment consequence.

An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This policy is intended to encourage and enable employees and others to raise serious concerns within MPE prior to seeking resolution outside Mountain Parks Electric.

Reporting Violations

Employees should share their questions, concerns, suggestions or complaints with their immediate supervisor/manager.  If the employee is not comfortable speaking with their supervisor/manager or not satisfied with the supervisor’s/manager’s response, the employee should report the concern to the General Manager or Manager of Human Resources. Any issues relative to Board members or the General Manager should be directed to the Board President, or MPE’s Attorney.

Accounting and Auditing Matters

Management shall address all reported concerns or complaints regarding accounting practices, internal controls or auditing.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of this policy must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense, up to and including termination.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

The General Manager will be responsible for the administration and compliance of this policy.