Lower Valley Energy

1 Lower Valley Energy 2 Board Meeting Minutes 3 General Session 4 February 23, 2017 5 6A General Session of the Board of Directors was held on February 23, 2017, at the Lower Valley 7Energy Jackson office. The meeting was called to order at 9:10 a.m. by Board Chairman, Rod R. 8Jensen. 9 10BOARD MEMBERS PRESENT: Fred Brog, Peter Cook, Rod R. Jensen, Ted Ladd, Dean S. 11Lewis, Linda Schmidt, by video conference, and Nancy Winters. 12 13OTHERS PRESENT: James R. Webb, President/CEO; Steve Duerr, Attorney; Rick Knori, 14Director of Engineering; Bill Spaulding, Director of Operations; Brian Tanabe, 15Communications Manager; Gay Petersen, Executive Assistant/HR. 16 17Jim Brown amd Mark Millan from Anixter presented LVE with a loyalty incentive check in the 18amount of $12,013.33. 19 20The Lower Valley Energy Board of Directors and Management expressed their appreciation for 21all the help given by Mark McMillan during the recent transmission outage. 22 23The Board adjourned to a Board only session at 9:25 a.m. 24 25The Board adjourned to Executive Session at 10:25 a.m. with Board and President/CEO. 26 27The Board reconvened to General Session at 11:10 a.m. 28 29Minutes of the December 15, 2016, Board Meeting and the January 26, 2017, Conference Call 30were accepted as amended. 31 32The Board reviewed the current Director Districts. No changes were recommended at this time, 33however; the Board requested that an analysis be completed by mid summer to recommend any 34director district boundary adjustments. 35 36It was the consensus of the Board that the Director Districts should be based on members not 37meters. 38 39The Board reviewed the 2017 Schedule of Elections and petition due dates. 40 41Steve Duerr presented his recommendation to the Board on how to present bylaw changes to the 42membership with this year’s director elections. He recommended a letter signed by the Board 43Chairman to ratify bylaw changes be sent to all members along with the voting ballot. 44Ted Ladd requested that he help draft the letter to the membership along with Attorney Steve 45Duerr. 46 47James R. Webb reviewed the President/CEO Report. 48 49James R. Webb reported on the February 7, 2017, transmission outage in Teton Village, the help 50we received from other companies and how we are accounting for the cost. 51 52It was the unanimous resolution of the Board to sign appreciation letters to the five companies 53that came to Lower Valley Energy’s aid during the Teton Village disaster. 54 55A motion was made and seconded to approve the proposed International Brotherhood of 56Electrical Worker’s Union # 322 Contract dated January 16, 2017 through January 15, 2018. 57Motion carried. Voting was unanimous. 58 59Nancy Winters reviewed the audit committee held on February 21, 2017. Fraud protection 60methods were discussed. 61 62

63Page 2 64Board Meeting Minutes 65General Session 66February 23, 2017 67 68A motion was made and seconded to approve accounts receivable in the amount of $8,436.79 be 69written off and to apply $2,395.60 in patronage capital credits towards the bad debt resulting in a 70net write off of $6,041.19. Motion carried. Voting was unanimous. 71 72James R. Webb reviewed the preliminary 2016 December financial statements. 73 74A motion was made and seconded to authorize necessary signature changes to Lower Valley 75Energy’s accounts with 1st Bank. Motion carried. Voting was unanimous. 76 77James R. Webb reviewed the 2016 system goal accomplishment. 78 79A motion was made and seconded to approve the 2016 system goal accomplishment in the 80amount of 6.41 to be contributed towards the 401k employee accounts. Motion carried. Voting 81was unanimous. 82 83Brian Tanabe reviewed the 2016 customer satisfaction survey. 84 85James R. Webb discussed Operation Roundup procedures and officers. 86 87The Board ratified the officers and directors on the current board of operation roundup with a 88vote of thanks. 89 90Bill Spaulding reviewed the 2017 system maintenance plan. 91 92A motion was made and seconded to approve the proposed 2017 maintenance plan. Motion 93carried. Voting was unanimous. 94 95James R. Webb discussed the outage and safety report. 96 97A motion was made and seconded to approve the December 13, 2017, safety meeting minutes. 98Motion carried. Voting was unanimous. 99 100Nancy Winters reported on the recent ICUA meeting and events. 101 102A motion was made and seconded to re-appoint Nancy Winters as the Lower Valley Energy 103Director for ICUA with James R. Webb as the alternate ICUA director. Motion carried. Voting 104was unanimous. 105 106Board Chairman, Rod R. Jensen, appointed Fred Brog as the new Lower Valley Energy WREA 107director giving a vote of thanks to Linda Schmidt for her service as the past WREA director for 108Lower Valley Energy. 109 110The Board reviewed the NRU dues in the amount of $46,032.00, the ICUA dues in the amount of 111$4,734.76, the WREA dues in the amount of $38,615.00, the NESC dues in the amount of 112$29,375.00 and the Northwest River Partners in the amount of $10,550.00. 113 114A motion was made and seconded appointing Fred Brog as Lower Valley Energy’s CFC delegate 115with Dean S. Lewis as the alternate. Motion carried. Voting was unanimous 116 117A motion was made and seconded to approve the early withdrawal on a discounted basis for 118patronage capital requests from Teton Valley Investment in the amount of $1,998.89, Park Place 119Market & Deli in the amount of $994.13, Star Valley Drug in the amount of $646.31 and Jackson 120Timbers, LLC in the amount of $227.24. 121 122 123 124

125Page 3 126Board Meeting Minutes 127General Session 128February 23, 2017 129 130 131Meeting adjourned at 1:45 p.m. 132 133 134 135 136______137Rod R. Jensen, Chairman Nancy Winters, Secretary/Treasurer