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A.
MEETING OPENING
B.
REPORTS
B.1.
Executive Committee Report
B.2.
Financial Report
Terry Naulty
Motion Passed: Motion to approve Treasurer's report. passed with a motion by Mike Withrow and a second by Ed Fortner.
C.
Consent Agenda
C.1.
Approve Minutes
Heather Overby
KyMEA Board Meeting minutes July 26, 2017 and June 22,2017 amended
Motion Passed: Motion to approve KyMEA minutes from July 2017 passed with a motion by Ed Fortner and a second by Josh Callihan.
D.
Discussion Agenda
D.1.
Interim CFO Update
Heather Overby
Update on CFO Activities
KyMEA accounting software
Member Statements
D.2.
KyMEA Working Capital
Heather Overby
Discussion of KyMEA working capital needs due to timing of transmission invoices and LGE/KU depancaking payment.
D.3.
FPB Review of AR Contracts and PPAs
Tom Trauger, John Painter, Fred Haddad, Charles Musson
The response to FPB’s motions has been finalized and delivered to FPB. A copy of the response has been uploaded to the portal.
This will be a brief discussion regarding the ongoing effort to address questions raised by FPB.
Motion Passed: Motion to accept and file the attached Frankfort Plant Board Confidentiality Policy. passed with a motion by Mike Withrow and a second by Herbbie Bannister.
Motion Passed: Motion to advise the KyMEA Executive Selection Committee of Frankfort Plant Board's recommendation on CEO compensation. passed with a motion by Herbbie Bannister and a second by Ed Fortner.
Motion Passed: Motion to Resolve that KyMEA's Board appreciates and acknowledges Frankfort Plant Board's offer of office and meeting space. KyMEA Board will take that offer under consideration when it determines that it needs office and meeting facilities.
passed with a motion by Herbbie Bannister and a second by Chris Melton.
Motion Passed: Motion to Resolve that KyMEA's Board acknowledges Frankfort Plant Board's concerns regarding retirement benefits for its employees and refers the matter to the Chairman's Selection Committee. passed with a motion by Ed Fortner and a second by Chris Melton.
Motion made by Herbbie Bannister for KyMEA to use the Kentucky State Auditor's Office to perform its external financial and compliance audit. Motion failed for lack of second.
D.4.
Transmission Arrangements
Brown Thornton, Tom Trauger, Heather Overby, and Charles Musson
This will be a brief update on the transmission arrangements with:
- LGE/KU - Arrangements for Falmouth, return of security prepayment
- MISO - Return of MISO Security payment
E.
ITEMS PRESENTED FOR ACTION AT THIS MEETING
E.1.
Credit Facility/Banking Relationship
Heather Overby and Charlie Musson
Description:
Agreements required to implement the credit facility and establish a new banking relationship have been developed.
Action Requested:
We expect to request that the Board approve a Resolution authorizing execution of credit facility and new banking relationship agreements.
Motion Passed: Motion to approve the attached Resolution authorizing execution of credit facility. passed with a motion by Josh Callihan and a second by Mike Withrow.
Motion Passed: Motion to approve the attached Resolution new banking relationship agreements. passed with a motion by Mike Withrow and a second by Josh Callihan.
E.2.
Seasonal (Winter) Sale to Berea from AR Members
Brown Thornton and Tom Trauger
Berea would like to purchase capacity from the AR Project during the winter months for 5 years beginning for the winter of 2019/2020. At the July Board meeting, transaction concepts were discussed and the Board directed that a proposed agreement be drafted.
A potential power sales contract has been prepared.
Action Requested:
The Board will be asked to authorize discussion of the draft contract with Berea.
Motion Passed: Motion to authorize discussion of draft capacity sale contract with Berea. passed with a motion by Herbbie Bannister and a second by Mike Withrow.
E.3.
RFP Process to Obtain an Audit (combined FY2016 and 2017)
Heather Overby and Charlie Musson
Description:
KyMEA needs to conduct an audit to meet various contractual and other needs. At its July meeting, the KyMEA Board authorize issuance of a proposed RFP to obtain services of an auditor.
An RFP has been sent to selected firms and proposals are due just prior to the Board meeting. We anticipate reviewing proposals received with the Board and presenting a recommendation regarding selection of an auditor.
Action Requested:
We expect to be in a position for the Board to consider proposals and make a selection of an auditor.
Motion Passed: Motion to select to perform Financial Audit Services to KyMEA for the fiscal years 2016 and 2017. passed with a motion by Ed Fortner and a second by Josh Callihan.
E.4.
Votes for KyMEA Members to be used if Weighed Voting is Requested
Brown Thornton, John Painter, and Charles Musson
Description:
Under KyMEA’ bylaws, once each year, the number of votes for each Member to be used in the event of a weighed vote are to be updated using energy requirements from the prior KyMEA fiscal year. At the July meeting, the percentages used to allocate costs among the Members were updated based on FY ended June 2017 energy requirements, but the number of votes for each Member were not.
Action Requested:
We expect to ask the Board to approve an updated schedule of Votes for each Member.
Motion Passed: Motion to approve updated schedule of votes for each member. passed with a motion by Herbbie Bannister and a second by Chris Melton.
E.5.
Update on Executive Search
Brown Thornton and Heather Overby
Group: KyMEA Board
Presenters: Heather Overby and Brown Thornton
Description:
The Board needs to establish a search committee consisting of normal attending members whose representatives have not applied for the position, to review the job description and applications, and to prepare a recommendation to the Board regarding the CEO.
Motion Passed: Motion to approve search committee for KyMEA President consisting of Herbbie Bannister, Ed Fortner, Chris Melton, Mike Withrow, and Ronald Herd. passed with a motion by Ed Fortner and a second by Herbbie Bannister.
F.
UPCOMING MEETINGS
The KyMEA Board of Directors shall hold its regular meetings on the fourth Thursday of each month, except for the months of November and December when the regular meeting shall be held on the third Thursday.
The regular meetings shall convene and commence at 10:00 AM Central time on said dates.
The regular meetings shall held at the Bowling Green Municipal Utility located at 801 Center St, Bowling Green, KY 42101 in Bowling Green, Kentucky or at such location to be designated by the Board.
Thursday, September 28, 2017, 10:00AM Central Time, Bowling Green Municipal Utility
Wednesday, October 25, 2017, Time and Location TBA - Somerset, KY?
Wednesday, November 15, 2017, 10:00AM Central Time, Bowling Green Municipal Utility
G.
CLOSED SESSION - 61.810(1)(k) and 61.878(1)(c) allow for closed session where discussions regarding records or information disclosed to the agency or required to be disclosed to the agency as confidential or proprietary would, if disclosed by the agency, provide an unfair advantage to competitors of the entity disclosing such information
CLOSED SESSION -
61.810(1)(k) and 61.878(1)(c) allow for closed session where discussions regarding records or information disclosed to the agency or required to be disclosed to the agency as confidential or proprietary would, if disclosed by the agency, provide an unfair advantage to competitors of the entity disclosing such information
Approval to enter into Closed Session pursuant to KRS 61.810 (1)(k) and 61.878 (1)(c) for the purpose of:
(i) discussing and updating indicative proposals and alternatives for providing 31 day short term power supply agreements for the month of May, 2019 to All Requirements Members;
(ii) presenting and discussing the proposals received in response to the RFP for Renewable Resources; and
(iii) presenting and discussing information of interest from potential proposers to the Natural Gas/Combined Cycle Resource RFP.
Motion Passed: Motion for approval to enter into Closed Session pursuant to KRS 61.810 (1)(k) and 61.878 (1)(c) for the purpose of:
(i) discussing and updating indicative proposals and alternatives for providing 31 day short term power supply agreements for the month of May, 2019 to All Requirements Members;
(ii) presenting and discussing the proposals received in response to the RFP for Renewable Resources; and
(iii) presenting and discussing information of interest from potential proposers to the Natural Gas/Combined Cycle Resource RFP.
61.810(1)(k) and 61.878(1)(c) allow for closed session where discussions regarding records or information disclosed to the agency or required to be disclosed to the agency as confidential or proprietary would, if disclosed by the agency, provide an unfair advantage to competitors of the entity disclosing such information passed with a motion by Herbbie Bannister and a second by Josh Callihan.
H.
RETURN TO OPEN SESSION
Motion Passed: Approval to return to Open Session passed with a motion by Mike Withrow and a second by Herbbie Bannister.
I.
Any Actions related to Matters Discussed in Closed Session
Charlie Musson
J.
OTHER BUSINESS
K.
ADJOURNMENT
Motion Passed: passed with a motion by Josh Callihan and a second by Chris Melton.
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