KyMEA
May 23, 2019 10:00 AM
Kentucky Municipal Energy Agency
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A. MEETING OPENING
A.1. Guest Introductions
Ron Herd
Rationale

The Chairman recognized any guests attending the meeting. 

B. REPORTS
B.1. Financial Report
Heather Overby
Rationale

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

Attachments
Actions Taken

Motion Passed:  Motion to approve the presented financial reports from the prior month passed with a motion by Mike Withrow and a second by Kevin Frizzell.

C. CONSENT AGENDA
Actions Taken

Motion Passed:   passed with a motion by Mike Withrow and a second by Josh Callihan.

C.1. Approve Minutes
Ron Herd
Rationale

Meeting minutes from the previous month were presented and approval from the KYMEA Board was requested.

Attachments
D. DISCUSSION AGENDA
D.1. Update from KYMEA's CEO Regarding Ongoing Activities
Doug Buresh
Rationale

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

Attachments
D.2. Planning Processes
Doug Buresh
Rationale

This was a review of the strategic planning, and IRP expected timelines.

Attachments
E. ITEMS PRESENTED FOR ACTION AT THIS MEETING
E.1. Election of Officers
Ron Herd and Charlie Musson
Rationale

The board elected officers for the next term.

Attachments
Actions Taken

Motion Passed:  Motion to elect the existing officers: Chairman Ron Herd, Vice Chairman Josh Callihan, Secretary Chris Melton, and Treasurer Kevin Howard for another 2 year term passed with a motion by Gary Zheng and a second by Philip King.

E.2. Committees
Ron Herd, Doug Buresh, and Charlie Musson
Rationale

The board discussed the committee members and meeting schedules for the next term. The AR Project Committee requested to call a short AR Project Committee Meeting to order upon adjournment of the Board Meeting. The Budget Committee members will remain unchanged with the following members until the next budget cycle:

  • Chris Melton (Chairman)
  • Josh Callihan
  • Mike Withrow
  • KYMEA CEO (non-voting ex officio)
  • KYMEA CFO (non-voting ex officio)

The Board Rick Oversight Committee (BROC) and Internal Rick Committee (IRC) members will also remain unchanged with the following members:

BROC

  • Gary Zheng (Chairman)
  • Tim Lyons
  • KYMEA CEO
  • KYMEA CFO
  • KYMEA Legal Counsel

 

IRC

  • KYMEA CEO (Chairman)
  • KYMEA VP of Market Analytics
  • KYMEA CFO
  • KYMEA Legal Counsel

Attachments
Actions Taken

Motion Passed:  Motion to continue with the existing Executive Committee members: Chairman Ron Herd, Vice Chairman Josh Callihan, Secretary Chris Melton, and Treasurer Kevin Howard for this next term passed with a motion by Mike Withrow and a second by Ramona Williams.

Motion Passed:  Motion to name the members of the Executive Committee as the members of the Compensation Committee, which include; Ron Herd (Chairman), Josh Callihan, Chris Melton, and Kevin Howard. passed with a motion by Mike Withrow and a second by Philip King.

E.3. Credit Policy
Doug Buresh & Rob Leesman
Rationale

The board was presented with the Credit Policy as outlined in section 1.10 of the Enterprise Risk Management Policy. Board approval was requested.

Attachments
Actions Taken

Motion Passed:  Motion to approve the attached Credit Policy resolution passed with a motion by Mike Withrow and a second by Chris Melton.

F. Closed Session Authorization for May 23, 2019 KYMEA Board Meeting Approval to enter into Closed Session pursuant to KRS 61.810(1)(c); KRS 61.810(1)(k); KRS 61.878(1)(c) and KRS 61.878(1)(j) for the purpose of: (i) discussing proposed, potential or pending litigation relating to KYMEA and its members relating to transmission issues; and (ii) discussing the preliminary financial forecasts and recommendations for exercising a right of first refusal for additional supply pursuant to the Ashwood Solar Project. 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.
Charlie Musson
Rationale

This session involved:

Approval to enter into Closed Session pursuant to KRS 61.810(1)(c); KRS 61.810(1)(k);  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; and
  2. discussing the preliminary financial forecasts and recommendations for exercising a right of first refusal for additional supply pursuant to the Ashwood Solar Project.

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.

Attachments
Actions Taken

Motion Passed:  Motion to enter into closed session passed with a motion by Josh Callihan and a second by Chris Melton.

G. RETURN TO OPEN SESSION
Actions Taken

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

H. ACTIONS RELATED TO MATTERS DISCUSSED IN CLOSED SESSION
Charlie Musson
H.1. Ashwood Solar
Doug Buresh
Rationale

This will be discussed in closed session and any action necessary were brought into open session.

I. PUBLIC COMMENTS
Ron Herd
Rationale

This was an opportunity for members of the public to provide input to the KYMEA Board. Comments are limited to 5 minutes per speaker. No comments were made.

 

J. UPCOMING MEETINGS
Rationale

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.

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

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

 

 


K. OTHER BUSINESS
L. ADJOURNMENT
Actions Taken

Motion Passed:  Motion to adjourn the KYMEA board meeting passed with a motion by Kevin Frizzell and a second by Ramona Williams.