TAKING CHARGE OF CHANGE BEARTOOTH ELECTRIC COOPERATIVE, IN INC. 81 - - PowerPoint PPT Presentation

81ST ANNUAL MEMBER MEETING BEARTOOTH ELECTRIC COOPERATIVE, IN INC.

TAKING CHARGE OF CHANGE

AGENDA

► CALL TO ORDER & WELCOME | HOUSEKEEPING ► EARLY BIRD RSVP DRAWING | $250 BILL CREDIT CERTIFICATE ► INVOCATION ► PRESENTATION OF COLORS ► NATIONAL ANTHEM ► INTRODUCTION OF THE BOARD, SPOUSES AND GUESTS

AGENDA

► APPOINTMENT OF PARLIAMENTARIAN ► ESTABLISH A QUORUM ► NOTICE OF MEETING ► APPROVAL OF 2018 ANNUAL MEMBER MEETING MINUTES

►Transparency ►Member Involvement ►Best Business Practices

BYLAW COMMITTEE

Bylaws for a Democratic Cooperative

ARLEEN BO BOYD, CH CHAIR

BYLAW COMMITTEE

► ARLEEN BOYD, CHAIR

► SHARLENE McCOMAS ► CHARLES SANGMEISTER

 MIKE SPECHT

 BURT WILLIAMS  JULIE LINDGREN,

EX-OFFICIO

MCA CA 35-18 18-207. BYL

• YLAWS. The

e ori

• rigin

inal byla laws of

• f a coo
• operative shall

ll be e adop

• pted by its

its members. The byla laws shall ll set t forth th the rig rights and dutie ties of

• f members and may con
• ntain oth
• ther provisions for
• r

th the e reg egulation and management of

• f th

the e affairs of

• f th

the e coo

• operativ

ive.

COMMON OPINION

►Bylaws are boring ►Bylaws are all the same ►Bylaws don’t matter

REALITY: BYLAWS RULE

►Bylaws set requirements ►Bylaws govern behavior ►Bylaws are enforceable ►Bylaws belong to the members

BEARTOOTH ELECTRIC BYLAWS

►2012 major rework ►Ongoing updates ►Current evaluation

BYLAW COMMITTEE JOIN US!

►BEC – 406- 446-2310 ►Arleen Boyd – 406-328-6645

► ARTICLE IV—BOARD TRUSTEES SECTION 2. Tenure of Office

BYLAW COMMITTEE

Proposed Bylaw Amendment

LA LAURENCE MARTIN, ESQ SQ. COUNSEL

► ARTICLE IV—BOARD TRUSTEES SECTION 2. Tenure of Office

BYLAW COMMITTEE

Proposed Bylaw Amendment

MIK IKE SPECHT, COMMITTEE MEMBER

PROPOSED BYLAW AMENDMENT

► ARTICLE IV—BOARD TRUSTEES SECTION 2. Tenure of Office

A. Each Board Trustee shall represent one of the seven (7) districts and shall be elected in conformance with procedures described as follows: Following the Annual Meeting of the Cooperative held on September 29, 2018, in which ARTICLE III-MEETINGS OF MEMBERS, SECTION 1. Annual Meeting was amended to provide for an Annual Meeting during the second quarter of the calendar year, Board Trustees representing the Cooperative’s seven (7) districts shall be elected as follows: 1. At the Annual Meeting for the year 1972 the Board Trustees representing Districts 1, 3 and 7 2 and 5 shall each be elected at the Annual Meeting held during the calendar year 2019, to serve three (3) year terms ending at the third Annual Meeting thereafter, or until their successors shall have been elected and shall have qualified pursuant to Section 2 (C) below. 2. At the Annual Meeting for the year 1973 the Board Trustees representing Districts 4 and 6 1, 3 and 7 shall each be elected at the Annual Meeting held during the calendar year 2020, to serve three (3) year terms ending at the third Annual Meeting thereafter, or until their successors shall have been elected and shall have qualified pursuant to Section 2 (C) below. 3. At the Annual Meeting for the year 1974 the Board Trustees representing Districts 2 and 5 4 and 6 shall each be elected at the Annual Meeting held during the calendar year 2021, to serve three (3) year terms ending at the third Annual Meeting thereafter, or until their successors shall have been elected and shall have qualified pursuant to Section 2 (C) below. B. Thereafter, Trustees whose terms expire shall be elected by ballot at each Annual Meeting of the Members by and from the Members to serve three (3) year terms or until the third Annual Meeting thereafter, or until their successors are elected and qualified. C. If the election of Trustees has not been held on the day designated herein for at the Annual Meeting as provided for above, the Board shall cause the election to be held at a Special Meeting of Members as soon thereafter as reasonable and convenient.

WHY CHANGE?

At the 2018 BEC Annual Meeting members voted to amend Article III, Section 1 of the Beartooth Electric Cooperative Amended Bylaws to change the date of the annual meeting from each calendar year in September to each calendar year during the second quarter, which would be any time from April 1 to June 30. At this year’s Annual Meeting the Board is seeking membership approval to amend Article IV, Section 2, which establishes the terms of service for Trustees. This amendment is necessary because, with the change in the date of the Annual Meeting, the Trustees in office who were elected at a September Annual Meeting will not be able to serve a full three-year term as required by the existing bylaw. The proposed amendment provides that Trustees will serve terms that end at the third Annual Meeting, held in the second quarter, following their election. Its effect will result in shortened terms for existing trustees who were elected at a September Annual Meeting. The proposed amendment will bring the bylaw designating Trustee terms into compliance with the new date for the Annual Meeting and has the support of all trustees now in office.

CALL FOR BALLOTS

VOTE-PLACE BALLOTS IN IN ENVELOPE-SIGN-SEAL- PASS TO THE END OF YOUR ROW

JU JULIE LIN INDGREN PRESIDENT’S REPORT

TAKING CHARGE OF CHANGE

COMMITTEE REPORTS

► FINANCE

► RISK MANAGEMENT ► POLICY ► COMMUNICATION

FIN INANCE COMMITTEE

JU JULIE LI LINDGREN, Co Co-CHAIR

FINANCE COMMITTEE

► JULIE LINDGREN, Co-CHAIR ► ARLEEN BOYD, Co-CHAIR ► FRANK WILLETT ► DANIEL DUTTON

RIS ISK MANAGEMENT: POWERED UP DUE DIL ILIGENCE

ARLE LEEN BO BOYD, Co Co-CHAIR BIL BILL PASCOE, Co Co-CHAIR

COMMITTEE

RIS ISK MANAGEMENT COMMITTEE

► ARLEEN BOYD, Co-CHAIR ► BILL PASCOE, Co-CHAIR ► WALTER CLAPP ► JIM RODGERS ► DAVID PETERSON ►FRANK WILLETT ► JULIE LINDGREN, EX-OFFICIO

BEC RIS ISK MANAGEMENT GOALS

► Meet fiduciary responsibilities

►Analyze plans and projects ►Examine developing trends and technology Take care – Stay safe – Watch the money – Watch the future

WHY HAVE A COMMITTEE

► Get expertise ►Gain perspective ►Add time and tools for analysis ►Support and inform the Board

WHAT DO WE DO?

► Define objectives ►Gather data ►Build tools for strong analysis ►Identify risks and opportunities ►Evaluate alternatives

2019 PROJECTS

►Financial Forecast Model ►COSA support ►Rate design analysis ►Equity management research ►Energy conservation opportunities

POLICY COMMITTEE

ROXIE MELTON, CHAIR

POLICY COMMITTEE

► ROXIE MELTON, CHAIR ► JANET LULOFF ► DEB THOMAS

ARLEEN BOYD JULIE LINDGREN,

EX-OFFICIO

COMMUNICATION COMMITTEE

RIC RICHARD NO NOLAN, CHAIR

COMMUNICATION COMMITTEE

► RICHARD NOLAN, CHAIR ► LINDA HALSTEAD-ACHARYA ► BRUCE AUSTIN ► BILL HAND ► JANET LULOFF ► DEB THOMAS ► ARLEEN BOYD ► JULIE LINDGREN, EX-OFFICIO

Managing Your Power Bill

Tracking Your Coop

► CALL THE OFFICE: (406) 446-2310

► General Manager: Kevin Owens ► Member Services: Kaaren Robbins

► CALL A TRUSTEE ► WRITE A LETTER: PO BOX 1110, RED LODGE, 59068 ► SEND AN EMAIL: bec@beartoothelectric.com ► POST ON FACEBOOK ► TELL US

► Are we covering the right things? ► Are we missing something important? ► Are we where you are? If not let us know, we’ll be sure to publish there.

HELP US KEEP YOU INFORMED

PLEASE RETURN IN IN 15 MIN INUTES

TAKING CHARGE OF CHANGE

AUDIT REPORT

TAKING CHARGE OF CHANGE

BRIA IAN VAN STEELAND, , CPA Su Summers McNea and Company, , PC

KEVIN P. . OWENS, PE GENERAL MANAGER’S REPORT

TAKING CHARGE OF CHANGE

DR. . MARCO RESTANI KEYNOTE SPEAKER

UNFINISHED BUSINESS

NEW BUSINESS

► BEC SPECIAL BOARD MEETING FOLLOWING ANNUAL MEETING | OFFICER ELECTIONS ► MEMBERS INVITED

MEMBER QUESTIONS & COMMENTS

TAKING CHARGE OF CHANGE

ELECTION RESULTS

► TRUSEE ELECTIONS

► DISTRICT 2 ROXIE MELTON ► DISTRICT 5 ARLEEN BOYD ► DISTRICT 7 RALPH LEWIS

► PROPOSED BYLAW AMENDMENT

 ARTICLE IV

BOARD TRUSTEES SECTION 2. TENURE OF OFFICE

SUPPORT THESE FIN INE BUSINESSES WHEN YOU CAN! KEN’S I-90 THANK YOU VENDORS FOR YOUR SUPPORT!

EES CONSULTING

81 81ST

ST ANNUAL MEMBER MEETING

BEARTOOTH ELECTRIC COOPERATIVE, IN INC. THANK YOU FOR JO JOINING US!

TAKING CHARGE OF CHANGE