The Chairman recognized any guests attending the meeting.

This was an update from the CFO on the previous month's financial reports.

• KYMEA Board Financial Packet Nov 18

Motion Passed:  TO approve the financials passed with a motion by Mike Withrow and a second by Kevin Frizzell.

Meeting minutes from November 15, 2018 were presented and approval from the KYMEA Board was requested.

• MeetingMinutes11152018

Motion Passed:  Motion to approve the Meeting minutes from November 15, 2018 passed with a motion by Chris Melton and a second by Mike Withrow.

This was an update from Doug on activities during the past month and planned for the coming month.

• KYMEA_Board_Presentation_Dec_2018_CEO_12-19-2018

The board will be presented with the preliminary FY 2020 operating and capital budgets.

• AR Budget Update 2018 12 19 Board Mtg
• FY2020_Preliminary_Operating_Budget_Board_12-19-2018
• KYMEA_Budget_Committee_Presentation_Dec_2018_Budget_12-11-2018

• KYMEA MDS Update Version 1

Meter installation has been completed on the western side of the state and will be completed over the next few weeks on the eastern side of Kentucky.

Telecommunication agreements with LG&E will be presented.

• KU-KYMEA Agreement re CTs and PTs
• Telecom purch and inst agmt KYMEA 12-14-18 v2 clean

Motion Passed:  to approve of the CEO to sign the presented Telecommunication agreement with LG&E passed with a motion by Josh Callihan and a second by Chris Melton.

Motion Passed:  to approval of the president to sign the presented PT/CT agreements with LG&E passed with a motion by Chris Melton and a second by Gary Zheng.

A procurement policy was presented to the board at the September meeting. KYMEA has worked with its Legal counsel to finalize the policy.

• Procurement Policy - Final version presented to Board on 12-19-18

Motion Passed:  Motion to adopt the presented Procurement Policy passed with a motion by Mike Withrow and a second by Josh Callihan.

The KYMEA staff will present and award recommendation to the KYMEA board regarding the Credit and Banking Services RFP.

Motion Passed:  Motion to authorize Doug and Heather to move forward with the the Line of Credit and Banking Services RFP award recommendation. passed with a motion by Josh Callihan and a second by Kevin Frizzell.

A contract for KYMEA to provide additional services to OMU will be presented to the KYMEA Board.

• OMU Agreement with KYMEA_approved on 12.6.18 (executed by OMU)

Motion Passed:  Motion to approve the OMU Service Contract passed with a motion by Mike Withrow and a second by Josh Callihan.

Discussion regarding the need for a KYMEA Lobbyist

• KYMEA- Bell Engagement Letter

Motion Passed:  Motion to approve allocating FY 2019 funds for a KYMEA lobbyist passed with a motion by Chris Melton and a second by Kevin Frizzell.

This was an opportunity for members of the public to provide input to the KyMEA Board. Comments will be limited to 5 minutes per speaker.

This session will involve:

Approval to enter into Closed Session pursuant to KRS 61.810(1)(c); KRS 61.810(1)(f); KRS 61.810(1)(k); KRS 61.878(1)(a); KRS 61.878(1)(c) and KRS 61.878(1)(j) for the purpose of:

1. discussing proposed, potential or pending litigation relating to KYMEA and its members relating to transmission issues;
2. presenting and discussing responses to requests for proposals from the Henderson Municipal Power and Light;
3. presenting and discussing issues relating to the PPA with Ashwood Solar Power; and
4. discussing the annual performance evaluation review of the President and CEO of KYMEA, including review of items of a personal nature, records and privacy.

KRS 61.810(1)(c) allows for closed session for the purpose of discussing proposed, potential and pending litigation relating to the agency.

KRS 61.810(1)(k) and 61.878(1)(j) allow for closed session where presentation, discussion and review of preliminary recommendations and preliminary memoranda in which opinions are expressed or polices formulated or recommended.

KRS 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.

KRS 61.810(1)(f) and 61.878(1)(a) allow for closed session where discussions of an individual as an employee and personal records or information thereof disclosed to the agency which if disclosed to the general public could constitute an unwarranted invasion of personal privacy.

Motion Passed:   passed with a motion by Josh Callihan and a second by Kevin Frizzell.

Motion Passed:  return to open session passed with a motion by Kevin Frizzell and a second by Josh Callihan.

No actions were taken.

Discussion of the CEO performance review. Board action that may be decided in the Closed session will be presented at this time.

Buresh Employment Agreement – section 3, paragrah 3

KYMEA’s Board shall review and evaluate the performance of Buresh at least once annually.  The Board and Buresh shall jointly develop the performance evaluation process and criteria to be utilized.  Buresh will be evaluated on or about December of each year.  The Chairman of KYMEA shall provide Buresh with a summary statement of the findings of the Board and provide an adequate opportunity for Buresh to discuss his evaluation with the Board.

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 Wednesday, except for the November 2018 meeting which will be held on November 15, 2018.

The regular meetings shall convene and commence at 10:00 AM Eastern time on said dates.

The regular meetings shall held at the KYMEA Board Room, 1700 Eastpoint Pkwy, Suite 220, Louisville, Kentucky.

Motion Passed:   passed with a motion by Kevin Frizzell and a second by Josh Callihan.