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REGULAR MEETING OF THE BOARD OF DIRECTORS
KAUAI ISLAND UTILITY COOPERATIVE
Held at 4463 Pahe`e Street
Līhu’e, Kaua`i, Hawai`i
On March 24, 2015
MINUTES
Call to order at 12:32 pm.
1.
Roll Call
1.1
1.2
Present: Jan TenBruggencate (Chairman), Carol Bain, Karen Baldwin
(Secretary), Dennis Esaki, Patrick Gegen, David Iha, Calvin Murashige (Vice
Chair), Teofilo Tacbian and Peter Yukimura (Treasurer); and non-voting Director
David Bissell (President and CEO). A quorum of directors was present.
In attendance: Laurel Loo (General Counsel), Karissa Jonas (CFO and Financial
VP), various KIUC Staff, Pua Chin(Executive Administrator), Jason Hines and
Dawn Huff (Joule Group LLP); Members of the public (1), and Members of the
Press (0).
2.
Invocation – Director Teofilo “Phil” Tacbian.
3.
Approval of Agenda - The agenda was approved as amended.
4.
Approval of Minutes
4.1
5.
President’s Report. CEO David Bissell.
5.1
5.2
6.
CEO Bissell yielded his time to Dawn Huff and Jason Hines of Joule Group, LLP.
The board received an update on the work they have been performing and
progress on the Westside pumped storage project, alternative fuels including LNG
and biogas, the upper Waiahi penstock replacement, and upper Waiahi turbine
generator replacement.
Financial Report: CFO Karissa Jonas reported.
6.1
7.
On the motion by Director Bain the 02/24/15 Open and Executive Session
minutes were approved without change.
The Board received the February 2015 preliminary financial results.
NRECA Hawaii Director Report – Director David Iha provided a brief report on
the recent NRECA Annual meeting in Orlando and the new NRECA Board officers.
8.
Committee Reports
8.1
Committee of the Whole – Chair, Jan TenBruggencate
8.1.1 The committee did not meet. No report.
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
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8.2
Finance & Audit – Committee Chair, Peter Yukimura
8.2.1 Director Yukimura reported that the committee conducted a call with the
auditors who provided committee members an exit conference. A meeting
is scheduled for the Board on April 26th to review results of the 2014
financial audit.
8.2.2 The committee is recommending approval of Resolution 04-15, Request
for extension of the RUS loan draw period listed under New Business.
8.3
Government Relations/Legislative – Committee Chair, Phil Tacbian
8.3.1 The committee did not meet, but Committee Chair Tacbian has been in
contact with Washington DC staff members to schedule meetings during
the upcoming Legislative Conference in May. The US House will be in
recess but the US Senate will be in session.
8.3.2 A list of KIUC attendees to the Legislative Conference was requested.
8.4
International – Committee Chair, Phil Tacbian
8.4.1 The committee did not meet but the high schools have contacted
Committee Chair Tacbian to notify him that they will be disposing their
text books and whether KIUC wanted them to send another shipment to
the Philippines. Director Tacbian will defer this item to new Committee
Chair David Iha.
8.5
Member Relations – Committee Chair, Calvin Murashige
8.5.1 The committee met March 18th and has no action items.
8.5.2 A comprehensive report was received from Mr. Jim Kelly which is
attached to the committee minutes. Mr. Kelly reported on the quantity of
walk-ins and inefficient ways that members are paying their bills costing
themselves and the coop time and money. He is exploring alternative ways
for members can pay their bills.
8.6
Policy – Committee Chair, Karen Baldwin
8.6.1 Four policies were reviewed. Three are being recommended under New
Business and the other was deferred to April.
8.7
Strategic Planning – Committee Chair, David Iha
8.7.1 The committee did not meet. No report.
9.
Public Testimony –Marj Dente gave oral testimony.
10.
Unfinished Business. None
11.
New Business.
11.1
Board Policy #8, Director & Committee Member Compensation & Expense
Reimbursement
11.1.1 The committee recommended approval of the policy as reviewed without
change. The recommendation carried unanimously.
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
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IN FAVOR:
OPPOSED:
EXCUSED:
11.2
OPPOSED:
EXCUSED:
OPPOSED:
EXCUSED:
Total – 9
Total – 0
Total – 0
Bain, Baldwin, Esaki, Gegen, Iha, Murashige,
Tacbian, TenBruggencate & Yukimura
None
None
Total – 9
Total – 0
Total – 0
Resolution 03-15, Request for extension of RUS/FFB Loan Advance Period
11.4.1 Director Yukimura deferred to CEO Karissa Jonas.
11.4.2 The Anahola solar project was expected to be financed by RUS funds. In
order to complete all the associated paperwork, filings and review
processes by RUS, a six-month extension of the deadline is being
requested.
11.4.3 The committee is recommending approval of Board Resolution 03-15 to
request a six month extension of the government obligation to advance
loan funds for the guaranteed Federal Financing Bank (FFB) “C8” Loan
Commitment.
11.4.4 A motion by Director Yukimura carried unanimously.
IN FAVOR:
OPPOSED:
EXCUSED:
12.
Bain, Baldwin, Esaki, Gegen, Iha, Murashige,
Tacbian, TenBruggencate & Yukimura
None
None
Board Policy #29, Equity Management Plan
11.3.1 The committee recommended approval of the policy as reviewed without
change. The recommendation carried unanimously.
IN FAVOR:
11.4
Total – 9
Total – 0
Total – 0
Board Policy #9, Investment of General Funds
11.2.1 Director Baldwin reported the committee reviewed the recommended
changes followed by a motion to approve the policy as revised. The
motion carried unanimously.
IN FAVOR:
11.3
Bain, Baldwin, Esaki, Gegen, Iha, Murashige,
Tacbian, TenBruggencate & Yukimura
None
None
Bain, Baldwin, Esaki, Gegen, Iha, Murashige,
Tacbian, TenBruggencate & Yukimura
None
None
Total – 9
Total – 0
Total – 0
Calendar:
March 25-26, 2015 – Maui Energy Conference
March 28-29, 2015 - Pre-conference Director Training
March 30-31, 2015 – NRECA Directors Conference (Reno, NV)
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
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April 3, 2015 – HOLIDAY, KIUC Offices Closed
April 22, 2015 – Board Committee Meetings (9:00 a.m.)
April 27, 2015 – Auditors Meeting (2:00 p.m., KIUC Main Conf Rm)
April 28, 2015 – Regular Board Meeting (12:30 p.m., KIUC Main Conf Rm)
13.
Executive Session. After a brief recess, at 1:50 p.m., the Board entered into an
Executive Session closed to the public on matters limited to those specified in Section II.
A. 2. of Board Policy No. 16. The items to be discussed in the Executive Session are
matters of a proprietary or financial nature, public disclosure of which could affect ongoing or potential negotiations or legal or administrative proceedings and human resource
issues related to the hiring, evaluating, dismissing or disciplining an officer or employee
and a matter requiring legal consultation on issues pertaining to the powers, duties,
privileges, immunities and liabilities of the Board of Directors.
14.
Decision Making. The open session of the Meeting was reconvened at 2:00 p.m.
There were no action items taken in Executive Session.
15.
Adjournment. Upon the motion of Director Baldwin and the second of Director
Murashige the meeting was unanimously adjourned at 2:21 p.m.
_______________________
Karen Baldwin
Secretary
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
Draft v1.0 (kpc) 3/27/15
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RESOLUTION 03-15 OF THE
BOARD OF DIRECTORS OF
KAUA`I ISLAND UTILITY COOPERATIVE ("KIUC")
REQUESTING EXTENSION OF THE GOVERNMENT’S OBLIGATION TO ADVANCE LOAN FUNDS
FOR THE GUARANTEED FEDERAL FINANCING BANK (FFB) “C8” LOAN COMMITMENT
WHEREAS, By Board Resolution No. 12-10 the KIUC Board of Directors (Board)
determined on the basis of the Construction Work Plan that financing was needed for electric
facilities and submitted an application to the Rural Utilities Service (RUS) for a guaranteed
Federal Financing Bank (FFB) Loan for Facilities in the amount of One Hundred Nine million
Nine Hundred Sixty-eight thousand and No/100 Dollars ($109,968,000) with a term of Thirtyone (31) years; and
WHEREAS, on September 24, 2010 RUS provided a Loan Guarantee Commitment to
KIUC in the amount requested, designated as guaranteed loan “C8”; and
WHEREAS, on July 1, 2011 KIUC entered into a mortgage agreement and other
required documentation for a loan in the amount of $41,968,000, reserving for future purposes
$68,000,000 of the loan guarantee commitment; and
WHEREAS, on March 18, 2014 the Board approved Resolution 02-14 in which certain
revised amendments to said Construction Work Plan were submitted to RUS for which financing
was needed as shown on Revised RUS Form 740c for loan “C8” dated March 18, 2014; and
WHEREAS, on July 14, 2014 RUS approved KIUC’s request to reclassify $42,579,000
of previously approved funds for the “C8” loan, which was approved on September 24, 2010,
and authorized the “C8” loan funds to be utilized for various project codes including 1258 –
Anahola 12 MW Solar Project, 1259 – Anahola Substation, and 1260 – Anahola Batteries; and
WHEREAS, on January 15, 2015 KIUC entered into the required documentation for an
additional loan in the amount of $42,579,000; and
WHEREAS, the construction of project codes 1258 – Anahola 12 MW Solar Project,
1259 – Anahola Substation, and 1260 – Anahola Batteries is still underway with Commercial
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
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Operation anticipated to occur in August 2015; and
WHEREAS, the FFB Notes for the “C8” loan state that the Last Day for an Advance is
September 30, 2015; and
WHEREAS, the processing of the paperwork necessary to request a loan advance is not
likely to be completed prior to September 30, 2015, the Last Day for an Advance.
NOW, THEREFORE, BE IT RESOLVED, that KIUC submit a request to the Rural
Utilities Service for a six-month extension of the Government’s obligation to advance loan funds
for the guaranteed Federal Financing Bank (FFB) “C8” Loan Commitment from September 30,
2015 to March 31, 2016.
SECRETARY'S CERTIFICATE
The undersigned Secretary of KIUC hereby certifies that the foregoing Resolution
of the Board of Directors of KIUC was duly adopted at the Meeting of the Board of Directors
held on March 24, 2015, at Līhu`e, Kaua`i, Hawai`i.
Dated this 24th day of March, 2015, at Līhu`e, Kaua`i, Hawai`i.
Carol Bain
Secretary
March 24, 2015 KIUC Board of Directors Regular Meeting Minutes
Draft v1.0 (kpc) 3/27/15
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