Board Spotlight: Annual Meeting: May 13 at Jaycee Rodeo Grounds

A regular meeting of the Board of Directors of SEMO Electric Cooperative, Inc., (hereinafter referred to as “Cooperative”) was held on Monday, February 15, 2021, at the offices of the Cooperative in Sikeston, Missouri. The meeting was called to order by President Richard Faulkner. The following Directors were present: Richard Faulkner, Butch Dirnberger, Carl Eftink, Dennis Fowler, Myron Hawes, James Deneke, Carla Moore, Keith Haynes, Dicky Hanor, Tim Coppage, John Bledsoe, and Hamil Corse. Directors absent: none. Also present were Sean Vanslyke, CEO/General Manager; Megan Ray, Cooperative Counsel, and staff members Loyd Rice, Angie Byford, Chris Freed, Brad Milam, Marty Vineyard, and Ron Montgomery. Due to inclement weather, the meeting was conducted in person and by conference call (Zoom) pursuant to the provision of Section 351.335 RSMo., whereby all parties would hear one another. A prayer of invocation was offered by Coppage. The chair asked for approval of the agenda. On motion made, seconded and passed, the agenda was approved. The Board considered its consent agenda consisting of: the minutes of the regular meeting of January 18, 2021; new membership applications; membership cancellations; initial review of Policy 305 Check Signatures; and initial review of Policy 307 Asset Sales. On motion made, seconded and passed, the actions required for each were approved by consent.

Montgomery presented the monthly safety report. He provided information on the monthly safety focus which is on the safety data sheets (SDSs) for each hazardous chemical at the Cooperative. The SDS includes information such as the properties of each chemical; the physical and environmental health hazards; protective measures; and safety precautions for handling, storing, and transporting the chemical. Employers must ensure that the SDSs are readily accessible to employees for all hazardous chemicals in their workplace. This may be done in many ways. For example, employers may keep the SDSs in a binder or on computers as long as the employees have immediate access to the information without leaving their work area when needed and a back-up is available for rapid access to the SDS in the case of a power outage or other emergency. Furthermore, employers may want to designate a person(s) responsible for obtaining and maintaining the SDSs. On motion made, second and passed, the Board resolved to accept the monthly safety report. Following the safety report, Montgomery left the meeting.

Vanslyke reviewed the financial summary for the months of December 2020 and January 2021 with revenue and expense analysis and budget comparisons. On motion made, seconded, and passed, the Board accepted the Financial Report. Carl Eftink reported on business from the M&A Electric Power Cooperative (electric transmission) meeting. Items of interest included: safety; sales; reliability; construction; and finances. On motion made, seconded, and passed, the Board resolved to approve the M&A Report. Haynes reported on business from the Association of Missouri Electric Cooperatives (AMEC) meeting. Items of interest included: NRECA Climate Change Committee; resolutions; and National Rural Utilities Cooperative Finance Corporation (CFC) update. On motion made, seconded, and passed, the Board resolved to approve the AMEC Report.

Under old business the Board considered the following: reviewed its schedule of meetings and confirmed registrations for attendance; Vanslyke reviewed the schedule for the virtual 2021 National Rural Electric Cooperative Association (NRECA) Annual Meeting and the virtual 2021 NRECA Directors Conference with the board; Policy 303 Condolences and Policy 304 Damage to Cooperative Property were affirmed as presented; Ray reviewed potential bylaw amendments with the Board. After discussion, the Board resolved to present Bylaw Amendments to the membership as presented.

Under new business, the Board: discussed district updates; Vanslyke reviewed the certificate of resolutions and incumbency for a RDOF CFC letter of credit. After discussion, on motion made, seconded, and passed, the Board adopted the resolution as presented; Vanslyke reviewed the certificate of resolutions and incumbency for a CFC $5 million loan. After discussion, on motion made, seconded, and passed, the Board adopted the resolutions as presented; Vanslyke explained the need to revise the salary definition of the pension plan document so that the Cooperative’s practice is in alignment with NRECA’s 401(k) Adoption Agreement. After discussion, on motion made, seconded, and passed, the Board resolved to amend the NRECA 401(k) Pension Plan as presented; Vanslyke discussed the Cooperative’s pay-as-you-go metering policy and recommend an amendment to the policy. On motion made, seconded, and passed, the Board resolved to amend Policy 422 as presented; Vanslyke reviewed the preparations being made for the 2021 Annual Meeting. The Board discussed meeting locations and formats. After discussion, on motion made, seconded, and passed, the Board resolved to hold the 2021 Annual Meeting of the members as a drive-thru from 10 a.m. to 7 p.m. on May 13 at the Sikeston Jaycee Bootheel Rodeo grounds in conjunction with a virtual business meeting. After further discussion, on motion made, seconded, and passed, the Board resolved to give each registered member a $15 bill credit; on motion made, seconded and passed, the Board resolved to appoint members to serve on the Nominating Committee as presented; and on motion made, seconded and passed, the Board resolved to appoint Cooperative Counsel, Megan Ray, as Parliamentarian of the 2021 Annual Meeting of Members and further resolved that all rulings of the Parliamentarian, whether procedural or substantive, shall be final.

The Board reviewed written staff reports. Department leaders were present to supplement their reports and to answer questions. Ray reported on the status of two Public Service Commission cases. The remaining staff members were excused from the meeting. Thereafter, the Board entered into Executive Session to discuss legal and personnel matters. There being no further business to come before the Board, on motion made, seconded and passed, the meeting was adjourned.