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

TAKING CHARGE OF CHANGE BEARTOOTH ELECTRIC COOPERATIVE, IN INC. 81 ST ANNUAL MEMBER MEETING

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

BYLAW COMMITTEE Bylaws for a Democratic Cooperative ► Transparency ► Member Involvement ARLEEN BO BOYD, ► Best Business Practices CH CHAIR

BYLAW COMMITTEE ► ARLEEN BOYD, CHAIR  MIKE SPECHT  BURT WILLIAMS ► SHARLENE McCOMAS  JULIE LINDGREN, ► CHARLES SANGMEISTER EX-OFFICIO MCA CA 35-18 18-207. BYL YLAWS. The e ori origin inal byla laws of of a coo ooperative shall ll be e adop opted by its its members. The byla laws shall ll set t forth th the rig rights and dutie ties of of members and may con ontain oth other provisions for or the th e reg egulation and management of of th the e affairs of of th the e coo ooperativ 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

BYLAW COMMITTEE Proposed Bylaw Amendment ► ARTICLE IV — BOARD TRUSTEES LA LAURENCE MARTIN, ESQ SQ. SECTION 2. Tenure of Office COUNSEL

BYLAW COMMITTEE Proposed Bylaw Amendment ► ARTICLE IV — BOARD TRUSTEES MIK IKE SPECHT, SECTION 2. Tenure of Office 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

TAKING CHARGE OF CHANGE PRESIDENT’S REPORT JU JULIE LIN INDGREN

COMMITTEE REPORTS ► FINANCE ► RISK MANAGEMENT ► POLICY ► COMMUNICATION

FIN INANCE JU JULIE LI LINDGREN, COMMITTEE 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 COMMITTEE ARLE LEEN BO BOYD, BIL BILL PASCOE, Co Co-CHAIR Co Co-CHAIR

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

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  ARLEEN BOYD  JULIE LINDGREN, ► JANET LULOFF EX-OFFICIO ► DEB THOMAS

COMMUNICATION COMMITTEE RIC RICHARD NO NOLAN, CHAIR

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

Managing Your Power Bill

Tracking Your Coop

HELP US KEEP YOU INFORMED ► 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.

TAKING CHARGE OF CHANGE PLEASE RETURN IN IN 15 MIN INUTES

TAKING CHARGE OF CHANGE AUDIT REPORT BRIA IAN VAN STEELAND, , CPA Su Summers McNea and Company, , PC

TAKING CHARGE OF CHANGE GENERAL MANAGER’S REPORT KEVIN P. . OWENS, PE

KEYNOTE SPEAKER DR. . MARCO RESTANI

UNFINISHED BUSINESS

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

TAKING CHARGE OF CHANGE MEMBER QUESTIONS & COMMENTS

ELECTION RESULTS ► PROPOSED BYLAW AMENDMENT ► TRUSEE ELECTIONS ► DISTRICT 2 ROXIE MELTON  ARTICLE IV BOARD TRUSTEES ► DISTRICT 5 SECTION 2. TENURE OF OFFICE ARLEEN BOYD ► DISTRICT 7 RALPH LEWIS

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

TAKING CHARGE OF CHANGE BEARTOOTH ELECTRIC COOPERATIVE, IN INC. ST ANNUAL MEMBER MEETING 81 ST 81 THANK YOU FOR JO JOINING US!