BEC BOARD MEETING February 23, 2016
Transcription
BEC BOARD MEETING February 23, 2016
er BEC BOARD OF TRUSTEES Roxie Melton, President District 2— Boyd, Joliet robertsystop@aol.com 406-426-0135 Dan Dutton, Vice President District 1— Bridger, MT Clark, WY circled@nemont.net 406-664-3000 Richard Nolan, Secretary/ Treasurer District 4— Red Lodge DNolanMt@gmail.com 406-425-2269 Arleen Boyd Southern/SME Board Rep. District 5— Fishtail arleenboyd@montana.net 406-328-6645 Laurie Beers SME Board Rep. District 6— Nye laurie.j.beers@gmail.com 406-328-4283 Julie Lindgren District 3— Roberts, Bearcreek juliealindgren@gmail.com 406-671-1086 Dave Peterson District 7— Columbus, Rapelje dppranch@gmail.com 406-780-1305 _________________________ James Webb President/CEO Lower Valley Energy 236 North Washington PO Box 188 Afton WY 83110 800 882-5875 jim@lvenergy.com BEC BOARD MEETING February 23, 2016 Beartooth Electric Cooperative Regular Board Meeting Tuesday, February 23, 2016 12:00 noon Beartooth Electric Office Agenda 1. Call Meeting to Order 2. Pledge 3. Visitors Comments 4. Approve Agenda 5. Approve Minutes January 26, 2016 Regular Board Meeting 6. Committee/Trustee/Attorney Reports Finance Committee (Dan Dutton) Communications Committee (Dick Nolan) Policy Committee (Laurie Beers) Risk Management Committee (Arleen Boyd) Southern Montana Electric Generation & Transmission Cooperative, Inc. (Southern) & SME Generation and Transmission Cooperative, Inc. (SME) (Arleen Boyd and Laurie Beers) CONSENT AGENDA (Items 7 through 11) 7. January Membership Connections and Cancellations 8. Capital Credit to Estates 9. January 2016 Financial Reports 10. Summary of Attorney Fees 11. Staff Reports Manager’s Report – Jim Webb BEC system goals update – Angie Jennings Member Services’ Report – Brian Tanabe and Kaaren Robbins Line Superintendent Report – Eric Elton BEC Board Book February 2016 Page 2 12. COSA/Rate Discussion 13. Communication Plan 14. Operation Roundup 15. Disconnect Process 16. Consolidation Update 17. Upcoming Meetings BEC Board Meeting March 29, 2016 BEC Abbreviated Board Meeting April 26, 2016 18. Visitor Comments 19. Executive Session 20. Executive Action 21. Adjourn BEC Board Book February 2016 Page 3 Beartooth Electric Cooperative Minutes of the Board of Trustees’ Meeting, Tuesday, January 26, 2016 Held at the offices of Beartooth Electric Cooperative Beartooth Electric Cooperative will be referred to as BEC herein; Southern Montana G&T Cooperative as Southern; Lower Valley Energy, Inc. as LVE. The Glossary of Terms and Acronyms website link is: http://www.beartoothelectric.com/content/glossary. Call to Order: Board Chair Roxie Melton called the meeting to order at 12:00 p.m. Roll call determined that all board members were present except Dave Peterson who joined the meeting by telephone. Present: Presiding: Roxie Melton, Chair Arleen Boyd, Dick Nolan, Julie Lindgren, Laurie Beers, Dan Dutton, and Dave Peterson by telephone. James R. Webb, General Manager Bryan Case, CEO Fall River Electric David Wheelihan, MECA CEO Gary Wiens MECA Assistant General Manager Beckie Frediane – MECA Staff Training Brent McRae – MECA Board President Rod R. Jensen – LVE Vice President by video Brad Prophet, Accountant Eric Elton, Line Superintendent Brian Tanabe, Communications Manager -LVE by video Angela Jennings, Staff Assistant – LVE by video Rick Knori, Director of Engineering - LVE by video Wade Hirschi, CFO – LVE by video Gay Petersen, Executive Assistant/HR LVE by video Members, Frank Willett, Jack Schutte and Deb Thomas Approval of agenda: A motion was made by Laurie Beers, seconded by Arleen Boyd to approve the agenda as presented. Motion carried. Voting was unanimous. Approval of minutes: A motion was made by Dick Nolan, seconded by Laurie Beers, to approve the November 24, 2015, regular board meeting minutes. Motion carried. Voting was unanimous. James R. Webb discussed the fees associated with different MECA programs. He introduced Gary Wiens, MECA Assistant General Manager, David Wheeliham MECA CEO, Brent McRae, MECA Board President and BEC Board Book February 2016 Page 4 Beckie Frediane, MECA Staff Training. Gary Wiens then discussed the purpose and goals of MECA as a statewide organization. He reviewed past legislation accomplishments that brought savings to the Montana Cooperatives. Gary stressed that MECA policies and decision are made on the grassroots level. Discussion was held regarding the importance of MECA being politically balanced and aiding cooperatives in looking toward the future. The MECA representatives left the meeting. The Board discussed the pros and cons of MECA membership. It was the consensus of the Board to not make any decisions at this time until a decision is made on whether to join with Fall River and Lower Valley Energy in forming a new cooperative. Committee reports: Finance: No meeting was held. Risk management, legal liaison, and Southern: Arleen Boyd reported that the January 19, 2015 meeting where a comprehensive review of financial model was presented by Wade Hirschi was very beneficial to the committee members. The committee reviewed potential scenarios for rate/revenue reductions and their impacts on financial ratios going out 5 and up to 10 years. The committee reviewed the amortization of the regulatory asset, potential debt repayment periods, and amortization of the debt before doing a final assessment of a rate decrease amount. The committee recommended an immediate retail decrease of 10% with a second decrease of 5% or greater later in 2016 if financial results support model projections. The committee also recommended to amortize the regulatory asset over 7 years and set a 7-year term with a one year re-pricing for the $1.2 million loan prepaying the BEC exit from Southern. Discussion was held regarding the possibility and advantages of writing off a portion of the regulatory asset. It was the consensus of the board to have a new COSA completed with more detail and review the updated COSA in the February board meeting. It was also suggested that the board and management hold meetings with irrigators and stock tank owners prior to making a decision on rates. A motion was made by Julie Lindgren, seconded by Laurie Beers, to adopt a 10% revenue reduction distributed dependent upon the revised COSA. Motion carried. Voting was unanimous. BEC Board Book February 2016 Page 5 A motion was made by Arleen Boyd, seconded by Laurie Beers, to amortize the regulatory asset over a 7-year period. Motion carried. Voting was unanimous. A motion was made by Arleen Boyd, seconded by Dave Peterson, to approve a 7-year term with a one-year re-pricing for the $1.2 million loan prepaying the BEC exit from Southern. Motion carried. Voting was unanimous. Arleen reported that the letter to NorthWestern will be completed after the board approves a rate decrease. Discussion was held regarding the proposed confidentiality agreement as requested by Southern. A motion was made by Dan Dutton, seconded by Arleen Boyd, to approve signing, under protest, the proposed Southern confidentiality agreement allowing BEC to have access to Southern’s financial statements. Motion carried. Voting was unanimous. Arleen continued with reporting that SME is on track for the financial requirements for the corporate dissolution and will file the articles of dissolution and distribute its remaining cash to its member cooperatives and close down by the end of February 2016. Arleen discussed the provisions of a merger or a consolidation and the information that must be filed with the Secretary of State in Montana. See attached report. Jim Webb reviewed the recent LVE proceedings and discussions regarding Fall River Electric/Lower Valley Energy consolidation. He presented the EES study and the draft Lower Valley Energy/Fall River MOU for the board’s review. He discussed the advantages and disadvantages of BEC joining in the proposed consolidation. Bryan Case, CEO of Fall River addressed the BEC Board and gave his perspective on why a consolidation with LVE/BEC/FREC would be favorable in the future. Rod R. Jensen reviewed the logistics and benefits of consolidation of the three cooperatives. He extended an official invitation to Beartooth Electric Cooperative from Lower Valley Energy and Fall River Electric to join with them in forming a new cooperative. Board discussion was held regarding information transparency to members, employee buy-in, timelines and the direction that may be best for BEC. Bryan Case issued an invitation to the BEC Board to attend the next Fall River Electric Board Meeting to be held on February 22, 2016 at 10:00 a.m. Deb Thomas addressed the board in regards to a Montana alternative BEC Board Book February 2016 Page 6 energy initiative. Consent Agenda: The board accepted the consent agenda as presented. Jim discussed the December 2015 financial report. General Manager Report: Jim reviewed the general manager report and pointed out that BEC’s membership in MECA needs to continue so that the Youth Tour could continue as planned. Staff Reports: Eric Elton reviewed the December outage and safety reports and answered questions from the board. He updated the board regarding efforts to discover where system line losses may be occurring. The board requested that he include hazards reported in his monthly reports. Jim Webb explained the need to update the RUS 674 forms. A motion was made by Julie Lindgren, seconded by Laurie Beers, to adopt the RUS Resolution and certificate of authority for form 674 appointing James R. Webb as the Certifier on behalf of BEC and Wade E. Hirschi as the Security Administrator on behalf of BEC. Motion carried. Voting was unanimous. Discussion of the BEC 2016 Calendar and schedule of meeting was held. Brad Prophet presented the proposed resolution authorizing the writeoff of 2015 doubtful accounts. A motion was made by Dan Dutton, seconded by Julie Lindgren, to authorize the proposed doubtful write-off accounts in the amount of $24,119.92. Motion carried. Voting was unanimous. Adjournment. Meeting adjourned at 4:05 p.m. Upcoming meetings. Future board meetings, all at BEC offices: February 23, 2016 BEC Abbreviated Board Meeting 12:00 noon March 29, 2016 BEC Board Meeting 12:00 noon BEC Board Book February 2016 Page 7 ATTEST: _______________________________________ Richard Nolan, Secretary BEC Board Book February 2016 Page 8 Board Report -- January 2016 – Risk Management, SME, Southern, Legal Risk Management Meeting, January 19, 2015 – Draft report Present: Bill Pascoe, Dick Nolan, Jack Schutte, Judith Gregori, Frank Willett, Roxie Melton, Wade Hirschi, Arleen Boyd. Attending by remote connection: Jim Webb, Laurie Beers, David Peterson. Comprehensive (2-hour) review of financial model and presentation by Wade Herschi. Committee members noted the length of the documents they had reviewed before the meeting and agreed that they were very clear and provided the information necessary for serious comparison of potential scenarios for rate/revenue reductions and their impacts on financial ratios going out 5 (and up to 10) years. The model data indicates that the ratios can be sustained and improved with rate decreases up to 15%. The committee centered on the 5-year model looking at the amortization of the regulatory asset, potential debt repayment periods, and amortization of the debt before doing a final assessment of a rate decrease amount. After in-depth discussion with Jim and Wade the committee put aside discussion of a 20% decrease as demonstrably risky to financial ratios and recommends a 10% decrease in retail rates to be implemented immediately following examination of the previous COSA recommendations and updated COSA analysis. The model indicates that a decrease of an additional 5% or more should be sustainable and recommends that evaluation of financial results begin immediately following the initial decrease with the objective of following the 10% decrease with an additional 5% or more by the fourth quarter of 2016 if the data supports the current model projections. The committee recommends: Immediate retail decrease of 10% A second decrease of 5% or greater in 2016 if financial results support model projections Amortization of the regulatory asset over 7 years A 7-year term for the $1.2 million loan prepaying the BEC exit from Southern Amortization of the $1.2 million loan over 7 years. With a 10% decrease in BEC retail rates BEC members will pay lower rates than they would if an acquisition by NWE went forward. The letter to NorthWestern (discussed by the board and committee) will be completed after the board approves a rate decrease. The analysis that has been reported to members and discussed by the committee and board then moves on to compare independent BEC with BEC merged or consolidated into a new cooperative. The currently recommended rate decrease is possible because of the Southern exit and reduced power costs with the new power contracts. With the new financial model a clear picture of the savings resulting directly from the management agreement and proposed consolidation will be clear for comparison. Southern -- We continue to fulfill our responsibilities under the exit agreement. After almost three months Southern has not complied with the requirement under the agreement to provide their monthly financial statements. While there is no confidentiality agreement required, or mentioned, in the exit agreement, Southern’s counsel reports that Southern refuses to send the required financial documents until a confidentiality agreement is signed with Beartooth. Southern’s counsel drafted a proposed agreement that adds a highly unusual covenant to the standard confidentiality language we have used with Southern in the past to confine distribution of specific information to designated parties. The proposed covenant stipulates that BEC will “review and discuss” the information only in closed sessions of the board. Such a provision would mean that 1) management could neither review nor discuss the financial information, which has been public up until now, without participating in a closed board meeting and that 2) the board could not circulate and review it efficiently. BEC Board Book February 2016 Page 9 The BEC objective of the provision in the exit agreement requiring Southern to share the financials is for BEC to see: Southern’s financial status regarding note-holder repayment (BEC stops paying A&G when the notes are paid), Any unusual payments to the noteholders, Financial entries relating to either the FERC decision on NWE Schedule 3 overcharges or to potential LGIA returns. BEC counsel is discussing the proposal for a confidentiality agreement with Southern’s counsel. BEC counsel anticipates a proposal to the board for a reasonable confidentiality agreement accompanied with a detailed plan for BEC to receive regular updates on Southern’s activity seeking LGIA returns from NorthWestern Energy. If that proposal is not complete for review by the January 26 board meeting the board should discuss timing for resolution of the matter. SME Southern created SME in 2008 to assume responsibility for building the Highwood Generation Station (HGS) when Yellowstone Valley Electric Cooperative, then a member of Southern, announced its intention to abandon all support for the generating station. The members of SME were and are the Southern co-ops (including BEC) with the exception of YVEC. At the SME meeting on January 20 the SME board reviewed the year-end financials and voted to engage the EIDE Bailey firm to file the 2015 tax returns and advise SME on any remaining financial requirements for the corporate dissolution. The board heard from the SME attorney that the Certificate of Election to Dissolve has been sent to the Montana Secretary of State’s office. Following a response from the Secretary, expected the week of January 24, SME will post the required official notice of planned dissolution in newspapers for two consecutive weeks. Then SME will file the articles of dissolution and distribute its remaining cash to its member co-ops and close down. The closure is anticipated to be complete by the end of February. The current financial statements indicate cash that should provide for BEC to receive close to $80,000. BEC has written off approximately $5 million in Southern and SME investments in HGS. Legal Memo from Counsel For Montana rural cooperatives, the provisions for “merger” are set forth in 35-18-401 and the provisions for “consolidation” are set forth in 35-18-402. For purposes of Montana rural utilities a merger is defined as “one or more cooperatives, each of which is hereinafter designated a ‘merging cooperative’, may merge into another cooperative, hereinafter designated the ‘surviving cooperative’ …” MCA 35-18-401. For purposes of Montana rural utilities a consolidation is defined as “Any two or more cooperatives, each of which is hereinafter designated a ‘consolidating cooperative’, may consolidate into a new cooperative, hereinafter designated the ‘new cooperative’ …” MCA 35-18-402. Hence, the only definitional difference is that in a merger one of the original cooperatives survives while under a consolidation the existing cooperatives dissolve and an entirely new entity is organized. In practical terms, under Montana cooperative law, the following is a merger: BEC, Fall River, and LVE combine and LVE survives (BEC and Fall River cease to exist as separate legal entities.) Under Montana cooperative law, the following is a consolidation: BEC, Fall River, and LVE combine and the result is New Cooperative (BEC, Fall River, and LVE cease to exist as separate legal entities.) The majority of the requirements for “merger” and “consolidation” are substantially identical. The only real difference is the information that must be filed with the Secretary of State. For a “merger” under 35-18-401, the articles of merger must include a number of things, including a statement that the merging cooperatives elect to be merged in the surviving cooperative. MCA 35-18-401(1). For a “consolidation” under 35-18-402 the articles of consolidation must state the same things as the articles of merger, except, in lieu of the statement of intent, BEC Board Februarythe 2016 Page 10 the articles of consolidation must state the names and addresses of the persons who shallBook constitute first board of trustees of the new cooperative. MCA 35-18-402(1). The notice and member voting requirements are identical. Compare MCA 35-18-401(2)-(3) with 35-18-402(2)-(3). Finally, the effects of merger and consolidation are set forth jointly in 35-18-403 and are identical. NorthWestern Energy Commiunity Meeting on Transmission Upgrades NWE had materials, employees, and representatives of their new engineering group and environmental contractor at the meeting in Columbus this month. The outline for the two-phase transmission project has not changed. They plan to complete lines to just north of Highway 419 in 2016 and then to the new substation in Nye in 2017. There was no formal presentation but ample opportunity to talk with their staff. BEC Board Book February 2016 Page 11 AGREEMENT FOR CONFIDENTIALITY This Agreement for Confidentiality (“Agreement”) is executed effective this ___ of January 2016, between Southern Montana Electric Generation and Transmission Cooperative, Inc. (“Southern”) and Beartooth Electric Generation and Transmission Cooperative, Inc. (“Beartooth”). RECITALS 1. Southern is a Montana cooperative in which Beartooth was formerly a member until October 31, 2015. Beartooth and Southern agreed to terms for the exit of Beartooth from Southern under that certain Agreement dated on or about August 10, 2015 (“Exit Agreement”). 2. The Exit Agreement provides for certain additional payments potentially to be made to Southern and for certain distribution or assignment rights for Beartooth in the event of specified credits or refunds received by Southern subsequent to October 31, 2015, as more particularly set forth in the Exit Agreement. In order that Beartooth can monitor Southern’s compliance with these aspects of the Exit Agreement, the Exit Agreement provides that Southern provide Beartooth with financial information as described below on an ongoing basis until the dissolution of Southern by its remaining members. 3. Beartooth has pledged to Southern that it will keep all information that it receives in this regard confidential pursuant to the provisions below. AGREEMENT Now, therefore, for good and valuable consideration, the receipt of which is acknowledged, the parties hereby agree as follows: A. Confidentiality. Upon Beartooth’s execution of this Agreement, Southern will deliver to Beartooth the following information in the manner so described: i. Beginning in January 2016, Southern will provide the financial reports to Beartooth that it provides to the Board of Southern for its monthly meetings (the “Financial Information”) within five (5) business days of its delivery to the Southern Board. The financial reports for October, November and December 2015 will be provided to Beartooth upon execution of this Agreement. ii. The Financial Information provided to Beartooth will be that contained in the packet of agenda items for the Southern Board’s regular monthly meetings as contained in prior Board meetings or as delivered to the Board at such meetings, including, but not limited to, a summary of cash position, amortization schedule, payments to Noteholders, balance sheet, and statement of revenue and expenses. iii. Beartooth will not have a right to request additional information from Southern, including financial information not otherwise provided to the Board as the described Financial Information, unless and until an event triggering Southern’s compliance with paragraphs 7 or 11 of the Exit Agreement should occur (“Triggering Event”), it being recognized that Southern is no longer a member of Southern, thus, it is not entitled to participate in the receipt of all information from and for the company which might otherwise be received by a member thereof. iv. The parties agree that the financial information filed with the Montana bankruptcy court for the monthly operating reports of Southern, as long as the same are being filed, will not be considered to be confidential information as that information becomes part of the public record upon its filing through the electronic filing system of the court (the “Filed BEC Board Book February 2016 Page 12 information made public or Information”). In addition to Filed Information, any financial provided to any party or individual not subject to a duty of confidentiality or not party to an express agreement of confidentiality will not be considered confidential information, provided, however, that information provided by Southern to its lenders or to the HGS Holding Trust will not be considered to be public, not confidential information (the “Public Information”). v. All information, including the Financial Information, received by Beartooth from Southern other than the Public Information, will be deemed to be confidential except Southern will not be required to so mark or otherwise note the same on any document or information relating thereto. Upon Beartooth’s receipt of the Financial Information, or any other information other than the Public Information that may be later provided to Beartooth to comply with a Triggering Event, Beartooth covenants and agrees that it will only divulge the same to its directors, managers, staff, and financial and legal advisors. Without limiting the restriction and confidentiality accorded to such information as stated herein, Beartooth covenants that it will not divulge any portion or all of the information provided to it by Southern, except for the Public Information, to the general public, the media, its own members, or to any other person or entity not specifically described above as a permitted party for receipt of such information. vi. Without varying the terms of the Exit Agreement between Southern and its Members, including Beartooth, Southern agrees that it will continue to provide updated information to Beartooth regarding the Standard Large Interconnector Agreement between Southern and NorthWestern Energy (“LGIA Agreement”). Unless stated otherwise in a transmission letter to Beartooth by Southern, information pertaining to the LGIA Agreement will be deemed to be confidential and shall be subject to the requirements and restrictions set forth in Subsection A.v. above; provided, however, that any information relating to the LGIA Agreement that is made public by a party other than Beartooth or is provided by Southern to any party other than Southern’s lenders or to the HGS Holding Trust or NorthWestern Energy or is provided to an individual not subject to a duty of confidentiality or not party to an express agreement of confidentiality will not be considered confidential information. Without limiting the nature of the foregoing, any written submission by Southern or NorthWestern Energy to the Federal Energy Regulation Commission will not be deemed to be confidential. B. Further Effect. The parties hereto will take such other steps and execute such other agreements as may be necessary to effectuate the terms of this Agreement. C. Enforcement. Any violation of this Agreement may be enforced by injunctive relief, in addition to any other remedy available at law. D. General Matters. This Agreement will inure to the benefit of, and will be binding upon, the parties hereto and their respective successors and assigns. The parties hereto agree that this Agreement constitutes their entire Agreement regarding the matters stated herein, and that there are no other writings or agreements or understandings, oral or written, between the parties hereto regarding the matters stated herein, except as recited and/or contemplated herein; provided, however, that nothing stated herein will be deemed to amended, modify or terminate the rights, duties and obligations of the parties under the Exit Agreement. No amendment of this Agreement will be valid unless in writing and signed by the parties hereto. Captions or headings in this Agreement are for convenience only and will not be deemed to limit, construe, affect or alter the meaning, scope or intent of the provisions thereof. The Recitals set forth in the preamble hereto are a material part hereof and are hereby incorporated herein. If any term or provision of this Agreement or the application thereof to any person or circumstance will to any extent be held invalid or unenforceable by any court of competent jurisdiction, such invalidity will not affect other provisions of this Agreement or the applications thereof which can be given effect without the invalid provision or application, and to this end, the parties hereto agree that Board Book February 2016 Page 13 the provisions of this Agreement are and will be severable. In the event of BEC a material violation of this Agreement, the party not in violation will be entitled to the payment by the party in violation of its attorney fees and costs incurred in all enforcement and actions related to the preservation of the protections provided by this Agreement. Dated the year and date stated above. Southern Montana Electric Generation and Transmission Cooperative, Inc. By:________________________ David Dover Its: President Beartooth Electric Generation and Transmission Cooperative, Inc. By: _______________________ _______________ Its: __________ BEC Board Book February 2016 Page 14 According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this intbrmation collection is 0572-0031. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. U.S. Department of Agriculture Rural Development Utilities Programs CERTIFICATE OF AUTHORITY TO SUBMIT OR GRANT ACCESS TO DATA INSTRUCTIONS-Submit one copy to the Rural Development Utilities Programs headquarters and one copy to the GFR In accordance with the requirements of the Rural Utilities Service, an agency delivering the U.S. Department of Agriculture Rural Development Utilities Programs, herein after referred to as the Agency, and by resolution, attached hereto, of the board of directors or other managing body (the "Board" of Beartooth Electric Cooperative, Inc. ("the Borrower") BORROWER'S NAME 1306 North Broadway Ave. PO Box 1110 Red Lodge, MT 59068 locatedffi------------------------------------------BORROWER'S ADDRESS 26 which resolution was adopted by a quorum of the Board, held on January the Board hereby authorizes the officer or manager whose name, title, and USDA eAuthentication ID appear below (Certifier), to certify and submit the data requested on the following Agency data collections. Furthermore, said resolution authorizes the following employee whose name, title, and eAuthentication ID appear below (Security Administrator), to give, as appropriate, other employees, officers, or contractors access to the Borrower's data on the USDA Rural Development Data Collection System, subject to the terms of the attached instructions, for the purpose of completing the required data collection indicated below: (Check All That Apply) Form No. (if applicable) 1m D D D TITLE 7 Financial and Statistical Report (Electric- Distribution) 12 Operating Report (Electric - Generation) -- Operating Report for Broadband Borrowers -- Operating Report for Telecommunications Borrowers This certification of authority shall remain in force until the Agency has been notified of, and has acknowledged to the Board, its rescinding of the attached resolution. Certifier General Manager TITLE James R. Webb NAME (TYPE OR PRINT) Security Administrator CFO eAuthentication ID Wade E. Hirschi TITLE NAME (TYPE OR PRINT) eAuthentication I D January 26, 2016 DATE ROUP Form 674 (03-06) BEC Board Book February 2016 Page 15 SECRETARY'S CERTIFICATE I, Richard Nolan do hereby certifY that: I am the Secretary of Beartooth Electric Cooperative. Inc. (hereinafter the "Corporation;") that the following are true and correct copies of resolutions duly adopted by the Board of Directors of the Corporation at the [regular/special] meeting held January 26 , 2016 , and entered in the minute book of the Corporation; that the meeting was duly and regularly called and held in accordance with the bylaws of the Corporation; and that none of the following resolutions has been rescinded or modified: RESOLUTIONS I. RESOLVED that James R. Webb , the [Manager/President) of the Corporation, be the Certifier on behalf of the Corporation, who shall be responsible for submitting and certifYing to the Rural Utilities Service, an agency of the United States Department of Agriculture delivering Rural Development Utilities Programs, any and all data required by ROUP Form 674; 2. RESOLVED that Wade E. Hirschi (insert name), the [position] of the Corporation, be the Security Administrator on behalf of the Corporation, who shall give access to the Corporation's data, as appropriate, to other employees, officers, or contractors of the Corporation, for the purpose of complying with ROUP Form 674; and CFO 3. RESOLVED that both shall comply with the Instructions for ROUP Form 674 in regard to use of the government's data collection system. I FURTHER CERTIFY THAT each member of the Board of Directors of the Corporation was furnished with notice of said meeting in compliance with the bylaws of the Corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the Corporation this _ ;,:26"'t,_h day of January , 20.!§_. (Corporate Seal) BEC Board Book February 2016 Page 16 RESOLUTION AUTHORIZING THE Write-off of 2015 Doubtful Accounts WHEREAS, Beartooth Electric Cooperative,Inc. staff have exhausted the normal collection procedures for some of our past due accounts as of the end of 2015. and WHEREAS, Beartooth Electric Cooperative's book of record contained $24,640.45 of uncollectable accounts as of December 31, 2015. BE IT RESOLVED, that Beartooth Electric Cooperative,Inc. elects to offset doubtful accounts of $24,640.45 against the Cooperative' Accumulated Provision for Uncollectable Accounts. CERTIFICATE OF SECRETARY I, Richard Nolan, certify that I am Secretary of the Board of Trustees and that the above is a true excerpt from the minutes of a regular board meeting of the Board of Trustees Of Beartooth Electric Cooperative, Inc., held on the 26th day of January 2016 at which a quorum was present and the above portion of the minutes has not been modified nor rescinded. IN WITNESS WHEREOF, I have set my hand and affixed the seal of Beartooth Electric Cooperative, Inc. this 26th day of January, 2016. (Seal) BEC Board Book February 2016 Page 17 BEARTOOTH ELECTRIC COOPERATIVE, INC. PROPOSED AMOUNT TO BE WRITTEN OFF 2015 PROPOSED $ $ $ $ 24,640.45 15,885.79 9,847.51 23,098.01 $ 21,834.54 $ 15,190.08 $ $ $ 13,200.00 13,200.00 37,910.30 Proposed 2015 Write offs on Inactive Accounts (38 Accounts) Unretired Capital Credits available to offset write off 2011 Write offs on Inactive Accounts (16 Accounts) 2012 Write offs on Inactive Accounts (55 Accounts) (12.9% of2012 Write offs were collected) 2013 Write offs on Inactive Accounts (36 Accounts) (6.9% of2013 Write offs were collected) 2014 Write offs on Inactive Accounts (35 Accounts) (18.5% of2014 Write offs were collected) Accrued in 2015 for write offs Budgeted Accrued in 2016 for write offs 12/31/15 Balance for Accumulated Provision Uncollectable Accounts An Outside collection agency will be utilized to continue collection effort. BEC Board Book February 2016 Page 18 Communications Committee Members of the communications committee met on February 8th to discuss the coming challenge of informing members about BEC’s future. Present were Arleen Boyd, Bill Hand, Deb Thomas, and Dick Nolan. Board members, Dan Dutton and Laurie Beers, were also present. Jim Webb joined by video conference. Jim discussed the details and timing of the proposed merger between Lower Valley and Fall River, which will represent a huge communications challenge because of Fall River’s bylaw requirement that 2/3 of its membership approve the merger. Jim also discussed the potential merger of BEC with Lower Valley and Fall River. If that effort goes forward, it will need a coordinated, professional communications effort, first to get the attention of members who have busy lives, and second, to inform them about the future options for the three coops collectively and individually. To manage that effort, Jim has budgeted sufficient funds for Banik to provide professional communications support. In discussing the communications effort ahead, Jim made the important point that the requirement for information by members should be viewed as a bell curve. On one end of the curve are those who pay little or no attention and on the other, are those who want lots of details. In the middle are the majority of members who have busy lives and will not spend the time to read lengthy, detailed articles. Communicating successfully with them will require short, concise, and visually appealing explanations of future options. Jim conceded, however, that we’ll need to provide extensive detail to those who want it. For BEC several communication challenges are ahead. Members will need to understand why joining Northwest Energy is not a good option even though it may appear to be so by members living next to neighbors who get their power from Northwest. The analysis of operating as a standalone when completed will also need to be explained. Finally, the merger with Lower Valley and Fall River, though presumably offering lower operating costs and thus the potential for lower rates, will need to explain the compromises members will have to accept as the smallest partner in a three-way merger. In the latter regard, Bill Hand eloquently pointed out the important governance and cultural issues BEC will need to consider in deciding whether to merge with Lower Valley and Fall River. Jim concluded the meeting by thanking committee members for a good discussion of the challenges ahead and looked forward to the committees’ input as the communications with members goes forward. BEC Board Book February 2016 Page 19 BEC Board Report – February 2016 SME will meet February 24 for what is anticipated to be its last meeting before dissolution. The financials have been examined, the required reporting done, and notice given. The BEC share of the remaining cash from proceeds of the sale of SME property adjacent to the Highwood Generating Station site has been allocated to the SME member systems. BEC will receive approximately $79,000 by the end of the month. Legal – The attorney engaged by Southern Montana Electric and Beartooth Electric has filed a motion with FERC in response to the NWE request to have the Large Generation Connection Agreement (LGIA) terminated without payment of any refund to the customer (Southern) that provided financing for the transmission connection facilities. The motion asks to intervene in the now pending decision with arguments that payment be made to Southern as required in the LGAI agreement. We will receive updates but do not expect any decision for at least two months. Risk Management Committee met February 18 – Present: Judith Gregori, David Alberi, Frank Willett, Dick Nolan, Roxie Melton, Laurie Beers. Jim Webb, Wade Hirschi and Gail Tabone from EES on the phone. Gail Tabone talked the group through the EES COSA update and explained the three scenarios for implementing the approved 10% rate reduction fairly across the customer classes at Beartooth. The update focused largely on the irrigation members identified in the analysis as lower than other classes in percentage of their payment toward the cost of providing them service. Based on input from Gail Tabone and Manager Jim Webb the committee recommended Scenario 2 with whatever modifications management recommends after incorporating input from the meeting scheduled with irrigators for February 22 before the board meeting. The committee discussed the proposed outline of the ongoing analysis of the remaining BEC alternatives: standalone Beartooth co-op and Beartooth merged with Lower Valley Electric or consolidated into a larger cooperative with LVE and Fall River Electric. Objective: Analyze benefits and risks (operations and governance) of Beartooth standalone and Beartooth merged with Lower Valley or consolidated in new cooperative formed by LVE, FREC, and BEC After discussion input from Bill Pascoe, Arleen and Jim Webb the committee discussed engaging a consultant to review the process and provide an independent perspective to review the analysis process and help weigh evaluation of the alternatives. The committee recommends that the board approve that Bill Pascoe, Jim Webb, and Arleen Boyd evaluate candidates and engage a consultant with fees to exceed $20,000 only after further discussion with the board. ### BEC Board Book February 2016 Page 20 After three years of work with NorthWestern Energy examining whether an acquisition by NWE would deliver benefits for ratepayers at both utilities we have concluded that, despite many advantages that could come with service from NWE, the numbers show that BEC members will be better off for at least the next seven to ten years as members of Beartooth Electric Cooperative. The work with NWE has been focused and fair and we appreciate NorthWestern’s time and cooperation. The following points are conclusions contributing to our decision. Requirements for NorthWestern Energy to serve Beartooth members Acquisition is required for NWE to serve BEC. Formal negotiations for a purchase (and power supply) are legal only after termination of any contract with a Generation and Transmission Cooperative (the BEC contract with Southern). If NWE purchased BEC assets Beartooth area customers benefitting from the assets (poles, wires, substations, etc.) would be required to return the NWE investment (principal and interest) over time. IOU ratepayers do not pay for investments without benefit to them. Two-thirds of all BEC members must vote to approve an acquisition, which requires dissolution of the cooperative (MCA 35-18-405) History of Acquisition discussions between NWE and BEC BEC approached NorthWestern Energy about serving BEC members in 2012. BEC financial condition 2012-2014 -- high wholesale power rates, enormous write-offs of Highwood Generating Station “investments,” uncertainty due to the bankruptcy of Southern Montana Electric Generation and Transmission Cooperative. BEC commissioned appraisal of assets. BEC identified benefits associated with NWE, including size, quality management, long-term power supply strategy, PSC oversight NWE and BEC worked together to examine financial models for potential acquisition. NorthWestern prepared a financial model of a potential purchase by NWE of BEC assets ($17 million) in November 2015. The model calculated repayment of the NWE acquisition investment over 10 years through a monthly surcharge for BEC members. While NorthWestern’s average rate for its customers is currently lower than the Beartooth rate, when the rate for BEC members as NWE customers adds the acquisition surcharge it becomes approximately 35% higher than the average rate for other NWE customers. The BEC financial situation improved significantly by 2016 with the Southern exit, payment of the BEC share of the HGS debt, contracts for power at a very attractive fixed rate for seven years, and significantly reduced operating costs. With implementation of the planned BEC rate decreases for 2016 members’ rates would be lower at BEC than their rates would be as customers of NWE BEC Board Book February 2016 Page 21 paying the acquisition surcharge – 8.8% lower after the approved 10% revenue decrease and 15.2 % lower after an additional 5% decrease. BEC financial projections show that this discrepancy would likely continue for ten years, certainly for seven years. BEC Board Book February 2016 Page 22 BEC Board Book February 2016 Page 23 BEC Board Book February 2016 Page 24 According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0572-0032. The time required to complete this information collection is estimated to average 15 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. UNITED STATES DEPARTMENT OF AGRICULTURE RURAL UTILITIES SERVICE BORROWER DESIGNATION MT0019 PERIOD ENDED FINANCIAL AND OPERATING REPORT ELECTRIC DISTRIBUTION January 31, 2016 BORROWER NAME INSTRUCTIONS-See help in the online application BEARTOOTH ELEC COOP INC This information is analyzed and used to determine the submitter's financial situation and feasibility for loans and guarantees. You are required by contract and applicable regulations to provide the information. The information is subject to the Freedom of Information Act (5 U.S.C. 552) CERTIFICATION We recognize that statements contained herein concern a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious or fraudulent statement may render the maker subject to prosecution under Title 18, United States Code Section 1001. We hereby certify that the entries in this report are in accordance with the accounts and other records of the system and reflect the status of the system to the best of our knowledge and belief. ALL INSURANCE REQUIRED BY PART 1788 OF 7 CFR CHAPTER XVII, RUS, WAS IN FORCE DURING THE REPORTING PERIOD AND RENEWALS HAVE BEEN OBTAINED FOR ALL POLICIES. DURING THE PERIOD COVERED BY THIS REPORT PURSUANT TO PART 1718 OF 7 CFR CHAPTER XVII (check one of the following) ___X___ All of the obligations under the RUS loan documents have been fulfilled in all material respects. _________ There has been a default in the fulfillment of the obligations under the RUS loan documents. Said default(s) is/are specifically described in Part D of this report. 2/18/2016 DRAFT BRAD PROPHET, ACCOUNTANT DATE 2/18/2016 DRAFT JIM WEBB, LOWER VALLEY ENERGY PRESIDENT/CEO ITEM PART A. STATEMENT OF OPERATIONS YEAR-TO-DATE LAST YEAR THIS YEAR 1. Operating Revenue and Patronage Capital................................... 2. Power Production Expense............................................................... 3. Cost of Purchased Power............................................................... 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. Transmission Expense..................................................................... Regional Marketing Expense………………………………………….. Distribution Expense-Operation...................................................... Distribution Expense-Maintenance................................................. Consumer Accounts Expense.......................................................... Customer Service and Informational Expense............................... Sales Expense................................................................................. Administrative and General Expense........................................... Total Operation and Maintenance Expense (2 thru 11)................. Depreciation and Amortization Expense........................................ Tax Expense - Property and Gross Receipts.................................. Tax Expense - Other......................................................................... Interest on Long-Term Debt............................................................ Interest Charged to Construction - Credit...................................... Interest Expense - Other.................................................................... Other Deductions............................................................................. Total Cost of Electric Service (12 thru 19).................................... Patronage Capital and Operating Margins (1 minus 20)............... Non Operating Margins - Interest................................................... Allowance for Funds Used During Construction.............................. Income (Loss) from Equity Investments........................................ Non Operating Margins - Other................................................... Generation and Transmission Capital Credits............................. Other Capital Credits and Patronage Dividends............................. Extraordinary Items.......................................................................... Patronage Capital or Margins (21 thru 28)..................................... RUS Financial and Operating Report Electric Distribution DATE (a) 1,022,663 0 514,260 374 0 68,982 23,185 22,727 3,145 2,211 85,847 720,731 79,161 0 170 50,143 0 1,348 150 851,703 170,960 1,011 0 0 (456) 0 0 0 171,515 BUDGET THIS MONTH (b) (c) (d) 959,740 1,027,600 959,740 0 0 0 310,000 330,165 310,000 365 372 365 0 0 0 60,576 68,584 60,576 12,462 27,173 12,462 17,308 19,758 17,308 4,550 6,778 4,550 1,116 900 1,116 79,319 90,405 79,319 485,696 544,135 485,696 79,949 81,250 79,949 0 0 0 234 234 234 54,537 52,855 54,537 0 0 0 85 1,667 85 150 150 150 620,651 680,291 620,651 339,089 347,309 339,089 1,023 1,084 1,023 0 0 0 0 0 0 518 148 518 0 0 0 59 0 59 0 0 0 340,689 348,541 340,689 BEC Board Book February 2016 Page 25 Rev 2010 BORROWER DESIGNATION USDA - RUS MT0019 PERIOD ENDED FINANCIAL AND OPERATING REPORT ELECTRIC DISTRIBUTION January 31, 2016 PART B. DATA ON TRANSMISSION AND DISTRIBUTION PLANT YEAR-TO-DATE YEAR-TO-DATE LAST YEAR THIS YEAR ITEM LAST YEAR THIS YEAR ITEM (a) 1. New Services Connected (b) (a) 1 5. Miles Transmission 4 (b) 15.21 15.21 1,307.25 1,310.54 475.44 478.10 1,797.90 1,803.85 6. Miles Distribution2. Services Retired 2 0 6,601 6,461 Overhead 7. Miles Distribution- 3. Total Services in Place 4. Idle Services Underground 8.Total Miles Energized (Exclude Seasonal) 775 460 (5 + 6 + 7) PART C. BALANCE SHEET ASSETS AND OTHER DEBITS LIABILITIES AND OTHER CREDITS 1. Total Utility Plant in Service................................................. 30,213,839 30. Memberships................................................................... 2. Construction Work in Progress........................................... 382,639 3. Total Utility Plant (1 + 2)....................................................... 30,596,478 4. Accum. Provision for Depreciation and Amort.................. 13,831,665 5. Net Utility Plant (3 - 4)........................................................... 16,764,813 6. Non-Utility Property - Net.................................................... 0 7. Investments In Subsidiary Companies............................... 0 8. Invest. In Assoc. Org. - Patronage Capital....................... 361,429 9. Invest. In Assoc. Org. - Other - General Funds................. 0 10. Invest. In Assoc. Org. - Other -Nongeneral Funds.......... 292,282 11. Investments In Economic Development Projects............ 0 12. Other Investments.............................................................. 0 13. Special Funds.................................................................... 0 14. Total Other Property and Investments (6 thru 13)........ 653,711 15. Cash - General Funds....................................................... 247,074 16. Cash - Construction Fund - Trustee.................................. 1 17. Special Deposits................................................................ 0 18. Temporary Investments.................................................... 18,554 19. Notes Receivable (Net)...................................................... 0 20. Accounts Receivable - Sales of Energy (Net).................. 1,218,869 21. Accounts Receivable - Other (Net)................................... 9,702 22. Renewable Energy Credits.......................................... 0 23. Materials and Supplies - Electric and Other.................... 338,410 24. Prepayments....................................................................... 264,009 25. Other Current and Accrued Assets................................... 3,809 26. Total Current and Accrued Assets (15 thru 25)............... 2,100,428 27. Regulatory Assets..............................................................1,162,045 28. Other Deferred Debits......................................................... 68,371 29. Total Assets and Other Debits (5+14+26 thru 28)............20,749,368 0 4,980,449 32. Operating Margins - Prior Years...................................... 969,740 33. Operating Margins - Current Year..................................... 339,089 34. Non-Operating Margins................................................... 161,999 35. Other Margins and Equities............................................. 131,142 36. Total Margins and Equities (30 thru 35)............................. 6,582,419 37. Long-Term Debt - RUS (Net).......................................... 498,297 38. Long-Term Debt - FFB - RUS Guaranteed......................... 7,083,066 39. Long-Term Debt - Other - RUS Guaranteed....................... 0 40. Long-Term Debt - Other (Net).............................................4,599,824 41. Long-Term Debt - RUS - Econ. Devel. (Net)........................ 0 42. Payments-Unapplied 0 43. Total Long-Term Debt (37 thru 41-42)................................... 12,181,187 44. Obligations Under Capital Leases-Noncurrent.................................... 0 45. Accumulated Operating Provisions................................... 0 31. Patronage Capital............................................................. and Asset Retirement Obligations 46. Total Other Noncurrent Liabilities (44+45)......................... 0 47. Notes Payable.................................................................. 1,200,000 48. Accounts Payable........................................................... 398,785 49. Consumers Deposits........................................................ 58,715 50. Current Maturities Long-Term Debt................................... 0 51. Current Maturities Long-Term Debt-Ec.Dev...................... 0 52. Current Maturities Capital Leases..................................... 0 53. Other Current and Accrued Liabilities................................ 309,371 54. Total Current and Accrued Liabilities (47 thru 53)................1,966,871 55. Regulatory Liabilities...................................................... 0 56. Other Deferred Credits................................................... 18,891 57. Total Liabilities and Other Credits (36+43+46+54 thru 56)....................................................... 20,749,368 PART D. NOTES TO FINANCIAL STATEMENTS THIS SPACE IS PROVIDED FOR IMPORTANT DISCLOSURE NOTES TO THE FINANCIAL STATEMENT CONTAINED IN THIS REPORT. (A SEPARATE SHEET MAY BE USED IF ADDITIONAL SPACE IS NEEDED.) CFC Line of Credit Balance as of 1/31/2016 = $1,200,000 Contributions-In-Aid of Construction received through 1/31/16 totaled approximately $15,811,159 RUS Financial and Operating Report Electric Distribution BEC Board Book February 2016 Page 26 Rev 2010 BORROWER DESIGNATION USDA - RUS FINANCIAL AND STATISTICAL REPORT BORROWER DESIGNATION MT019 USDA - RUS FINANCIAL AND STATISTICAL REPORT MT019 PERIOD ENDED PERIOD ENDED RUS USE ONLY INSTRUCTIONS - See RUS Bulletin 1717B-2 INSTRUCTIONS - See RUS Bulletin 1717B-2 December 31, 2016 RUS USE ONLY December 31, 2016 PART R. POWER REQUIREMENTS DATA BASE CONSUMER SALES AND REVENUE DATA CLASSIFICATION JANUARY FEBRUARY MARCH APRIL MAY JUNE (a) (b) (c) (d) (e) (f) a. No.Consumers Served 1. Residential Sales (excluding seasonal) b. kWh Sold c. Revenue $ LINE ITEM NUMBER Seasonal 1000 kVa or Less Over 10000 kVa 0 0 a.#Consumers 0 0 0 0 0 0 0 0 1. Residential Sales b. kWh Sold 0 0 0 0 0 843,822.05 $ - $ - $ - $ - $ - (excluding seasonal) Highway Lighting c. Revenue Seasonal 0 0 0 $ - b. kWh Sold $ b. kWh Sold $ 0 0 $ - 0 0 $ - 0 0 $ - 0 0 $ - 0 $ 373 0 0 0 0 0 0 0 0 0 0 $ - $ - $ - $ - $ - 1 0 0 0 0 0 0 0 0 0 0 $ - $ - $ - $ - $ - 5. Comm. And Ind. Over 10000 kVa - $ - $ - 0 $ - 5,529,282 $ 843,822.05 0 0 0 $ - 0 0 $ - 0 0 $ - 0 0 $ - 0 $ - 0 0 0 0 0 0 0 0 0 0 $ - $ - $ - $ - $ - 0 0 0 0 0 b. kWh Sold 0 0 0 0 0 c. Revenue $ - $ - $ - $ - $ - - $ - 0 0 0 $ a.#Consumers - 0 $ b. kWh Sold $ 0 - 780,823 $ 106,137.58 $ 7,827.01 0 0 $ - 74,100 a.#Consumers b. kWh Sold 6. Public Street and c. Revenue Highway Lighting b. kWh Sold 0 c. Revenue $ - $ - $ - $ - a.#Consumers b. kWh Sold Public Auth. c. Revenue Public Auth. c. Revenue a. No.Consumers Served 0 a.#Consumers b. kWh Sold 8. Sales for Resale - b. kWh Sold c. Revenue RUS Borrowers a. No.Consumers Served 0 c. Revenue a.#Consumers b. kWh Sold 9. Sales for Resale - b. kWh Sold c. Revenue Others 10. TOTAL No. Consumers (lines 1a - 9a) 11. TOTAL kWh Sold (lines 1b - 9b) 5,890 0 0 0 0 0 6,384,205 0 0 0 0 0 12. TOTAL Revenue Received From Sales of Electric Energy (lines 1c - 9c) $ a.#Consumers 1000 kVa or Less c. Revenue 74,100 7,827.01 4. Comm. And Ind. 7. Other Sales to Others - 0 b. kWh Sold c. Revenue 780,823 106,137.58 3. Irrigation Sales - b. kWh Sold 9. Sales for Resale - $ c. Revenue a.#Consumers a. No.Consumers Served RUS Borrowers - a.#Consumers 7. Other Sales to 8. Sales for Resale - $ 0 2. Residential Sales - b. kWh Sold a. No.Consumers Served 6. Public Street and (Contains a thru l) 0 b. kWh Sold c. Revenue TOTAL (l) 0 a. No.Consumers Served 5. Comm. And Ind. DECEMBER (k) 0 c. Revenue c. Revenue NOVEMBER (j) 0 a. No.Consumers Served 4. Comm. And Ind. OCTOBER (i) 0 b. kWh Sold c. Revenue SEPTEMBER (h) 5,516 a. No.Consumers Served 3. Irrigation Sales AUGUST (g) 5,529,282 a. No.Consumers Served 2. Residential Sales - JULY 0 c. Revenue 10. TOTAL No. Consumers (lines 1a - 9a) 0 0 0 0 0 0 11. TOTAL kWh Sold (lines 1b - 9b) 0 0 0 0 0 0 6,384,205 12. TOTAL Revenue Received From Sales of $ 957,786.64 $ - $ - $ - $ - $ - Electric Energy (lines 1c - 9c) $ - $ - $ - $ - $ - $ - $ 957,786.64 13. Transmission Revenue 13. Transmission Revenue $ - 14. Other Electric Revenue 14. Other Electric Revenue $ - 15. kWh - Own Use 16. TOTAL kWh Purchased 43,958 0 0 0 0 0 15. kWh - Own Use 0 0 0 0 0 0 43,958 7,404,269 0 0 0 0 0 16. TOTAL kWh Purchased 0 0 0 0 0 0 7,404,269 17. TOTAL kWh Generated 18. Cost of Purchases and Generation 0 $ 310,000.00 19. Interchange - kWh - Net 20. Peak - Sum All kWh Input (Metered) o Coincident x Non-Coincident RUS Form 7 (Rev. 6-94) Line Losses = (16.-11.-15.)./16. % Line Losses less Transmission Losses 0 13,353 tbd tbd 0 $ - 0 $ 0 - 0 $ 0 - 0 $ 0 - 0 $ 0 - 17. TOTAL kWh Generated 18. Cost of Purchases and Generation$ 0 - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ 310,000.00 0 19. Interchange - kWh - Net 0 0 0 0 0 0 0 20. Peak - Sum All kWh Input (Metered) o Coincident x Non-Coincident 0 0 0 0 0 0 13,353 #DIV/0! 100.00% #DIV/0! 100.00% 0 0 0 0 0 #DIV/0! 100.00% #DIV/0! 100.00% #DIV/0! 100.00% #DIV/0! 100.00% #DIV/0! 100.00% #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! BEC Board Book February 2016 Page 27 13.18% -14.67% BEARTOOTH ELECTRIC COOPERATIVE, INC. COMPARATIVE BALANCE SHEET January 31, 2016 CURRENT YEAR LAST YEAR DIFFERENCE ASSETS AND OTHER DEBITS ----------------------TOTAL UTILITY PLANT IN SERVICE CONSTRUCTION WORK IN PROGRESS TOTAL UTILITY PLANT $30,213,839.51 $29,729,369.68 382,638.58 101,958.38 $484,469.83 280,680.20 $30,596,478.09 $29,831,328.06 $765,150.03 -------------------- -------------------- -------------------ACCUMULATED PROVISION FOR DEPRECIATION -$13,831,665.12 -$12,962,248.36 -$869,416.76 -------------------- -------------------- -------------------NET UTILITY PLANT $16,764,812.97 $16,869,079.70 -$104,266.73 -------------------- -------------------- -------------------INVEST. IN ASSOC. ORG.-PATRONAGE CAPITAL $361,429.30 $333,874.36 $27,554.94 INVEST. IN ASSOC. ORG. NON-GENERAL FUNDS 292,282.34 293,730.08 -1,447.74 -------------------- -------------------- -------------------TOTAL OTHER PROPERTY & INVESTMENTS $653,711.64 $627,604.44 $26,107.20 -------------------- -------------------- -------------------CASH - GENERAL FUNDS CASH - CONSTRUCTION FUND - TRUSTEE TEMPORARY INVESTMENTS $247,073.93 $145,105.96 1.00 1.00 $101,967.97 0.00 18,553.63 70,012.78 -51,459.15 -------------------- -------------------- -------------------TOTAL CASH ON HAND NOTES RECEIVABLE ACCOUNTS RECEIVABLE SALES OF ENERGY (NET ACCOUNTS RECEIVABLE - OTHER (NET) $265,628.56 $215,119.74 $0.00 $0.00 $50,508.82 $0.00 1,218,869.08 1,299,901.33 -81,032.25 9,701.95 12,108.70 -2,406.75 MATERIAL AND SUPPLIES - ELECTRIC & OTHER 338,410.43 309,284.79 29,125.64 PREPAYMENTS 264,008.97 200,982.43 63,026.54 3,808.59 3,808.59 0.00 OTHER CURRRENT AND ACCRUED ASSETS -------------------- -------------------- -------------------TOTAL CURRENT AND ACCRUED ASSETS $2,100,427.58 $2,041,205.58 $59,222.00 -------------------- -------------------- -------------------OTHER DEFERRED DEBITS $1,230,415.65 $122,427.31 $1,107,988.34 -------------------- -------------------- -------------------TOTAL ASSETS AND OTHER DEBITS $20,749,367.84 $19,660,317.03 $1,089,050.81 ==================== ==================== ==================== LIABILITIES AND OTHER CREDITS ----------------------------MEMBERSHIPS $0.00 $0.00 $0.00 4,980,448.98 4,437,810.14 542,638.84 OPERATING MARGINS- PRIOR YEAR 969,739.23 510,581.19 459,158.04 OPERATING MARGINS- CURRENT YEAR 339,088.90 170,960.00 168,128.90 NON-OPERATING MARGINS 161,999.43 145,364.36 16,638.07 OTHER MARGINS AND EQUITIES 131,142.09 123,132.10 8,009.99 PATRONAGE CAPITAL -------------------- -------------------- -------------------TOTAL MARGINS AND EQUITIES $6,582,418.63 5,387,847.79 1,194,570.84 -------------------- -------------------- -------------------LONG-TERM DEBT -RUS (NET) $498,297.36 $522,220.79 -$23,923.43 LONG-TERM DEBT-FFB-RUS GUARANTEED 7,083,066.11 7,251,144.86 -168,078.75 OTHER LONG-TERM DEBT (NET) 4,599,823.93 4,677,234.83 -77,410.90 -------------------- -------------------- -------------------TOTAL LONG-TERM DEBT $12,181,187.40 $12,450,600.48 -$269,413.08 -------------------- -------------------- -------------------NOTES PAYABLE ACCOUNTS PAYABLE CONSUMERS DEPOSITS OTHER CURRENT AND ACCRUED LIABILITIES $1,200,000.00 $725,000.00 $475,000.00 398,785.08 663,979.87 -265,194.79 58,715.00 71,570.00 -12,855.00 309,370.70 343,628.72 -34,258.02 -------------------- -------------------- -------------------TOTAL CURRENT AND ACCRUED LIABILITIES $1,966,870.78 $1,804,178.59 $162,692.19 -------------------- -------------------- -------------------OTHER DEFERRED CREDITS $18,891.03 $17,690.17 $1,200.86 -------------------- -------------------- -------------------TOTAL LIABILITIES AND OTHER CREDITS $20,749,367.84 $19,660,317.03 $1,089,050.81 BEC Board Book February 2016 Page 28 ==================== ==================== ==================== Financial Information January 2016 Revenue & Cost of Power - 2016 $1,200,000 Operating Expenses - 2016 change $250,000 YTD YTD JANUARY $1,000,000 JANUARY $200,000 $800,000 $150,000 $600,000 $100,000 $400,000 $50,000 $200,000 $$- Actual Budget 2015 Actual Budget 2015 Operating Revenue $959,740 $1,027,600 $1,022,663 $959,740 $1,027,600 $1,022,663 Cost of Power $310,000 $330,165 $514,260 $310,000 $330,165 $514,260 Actual Budget 2015 Actual Budget 2015 Admin. & Gen. $79,319 $90,405 $85,847 $79,319 $90,405 $85,847 Cust. Serv. $22,975 $27,436 $28,083 $22,975 $27,436 $28,083 Oper & Maint $73,403 $96,129 $92,540 $73,403 $96,129 $92,540 YTD Cumulative Margins - 2016 2015 Budget Monthly Margins - 2016 Actual 2015 $3,000,000 Budget Actual $400,000 $350,000 $2,500,000 $300,000 $2,000,000 $250,000 $200,000 $1,500,000 $150,000 $1,000,000 $100,000 $50,000 $500,000 $$- $(50,000) Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov BEC Board Book February 2016 Page 29 Dec Financial Information Through January 2016 Monthly kWh Sales 2016 2015 Delinquent Listing - Payments received thru 02/15/2016 - Over 30 Days 2014 7,000,000 Customer Information System Payments Received Balance Due $160,000 6,500,000 $140,000 change d $120,000 6,000,000 $100,000 5,500,000 $80,000 $60,000 5,000,000 $40,000 4,500,000 $20,000 4,000,000 $Jan Jan 2016 January Aged Past Due Accounts Receivable 2016 Ratios: December 31, 2015 and January 31, 2015 & 2016 YE 2015 2015 Quick Ratio * Current Ratio $300,000.00 Equity as a % of Net Utility Plant** $250,000.00 Equity as a % of Total Assets Net TIER *** DSC **** Jan-Sept 15Oct 14-Dec14 $200,000.00 Cash & Investments Receivables 719257.7 234820.8 $150,000.00 437917.9 150497.7 579696.8 582413.5 176335.9 $100,000.00 1037024 $50,000.00 2.33 2.79 906045 $- 30 Days 60 Days 90 Days Total Past Due Feb Less Payables Liquidity Other Payments Due: RUS Loan Payment FFB Loan Payment CFC Loan Payment 1.81 0.93 to 1 37.14% 30.33% 2.79 2.11 YTD 2015 1.42 1.13 to 1 31.94% 27.40% 4.42 1.69 248,135 1,216,367 1,464,502 (446,216) 1,018,286 215,120 1,312,010 1,527,130 (663,980) 863,150 Due 2/29/2016 3/31/2016 4/30/2016 $ 4,126 116,550 185,000 YTD 2016 1.95 1.07 to 1 39.26% 31.72% 13.81 2.24 265,629 1,228,571 1,494,200 (398,785) 1,095,415 *Quick ratio=measures the ability of a company to use its cash and short-term/ demand deposits to extinguish current liabilities immediately **Target - 40% ***Net TIER=Times Interest Earned Ratio (TIER) means the ratio of a borrower’s net income (after taxes) plus interest expense, all divided by interest expense ****DSC=Debt Service Coverage is a measurement to generate sufficient funds to cover principal and interest of long-term debt on an annual basis DSC Target = 1.5 BEC Board Book February 2016 Page 30 BEARTOOTH ELECTRIC COOPERATIVE, INC. SIMPLIFIED CASH FLOW As of January 31, 2016 Black = creates cash Red = uses cash Thousands (000s) CASH FROM OPERATIONS Margins Add back Depreciation Cost from retirement of assets (poles, etc.) Cash from Operations Uses of Cash in Operations Change in Ending Receivable Balance Change in Ending Inventory Balance Change in Ending Prepaid Expense Balance Reduction of (payment for) other Current Assets Change in Ending Accounts Payable Balance Accrual/(payment) of other Current Liabilities Cash created by (used in) operations Actual $ Budget 340.7 80.0 17.4 438.1 $ - (12.2) (23.2) (175.8) (0.8) (47.4) 2.9 (256.5) - (54.1) (54.1) - (118.9) (4.1) (1.0) 14.0 17.5 - Cash and Investments beginning (per Budget)** Change in cash Cash and Investments ending 100.0 17.5 117.5 - Payroll Benefits Total 78.2 38.5 116.7 - Capital Spending Utility Plant Construction Work in Progress Other Property & Investments Cash (used in) Capital Spending Net increase (pay down) of debt Draw of Short-Term Line of Credit Payment of Short-Term Line of Credit Draw for Construction from Other Lender Other creation (use of) cash Regulatory Asset Change in cash from all activities *Note: Cash Flow Budget was forecasted on a quarterly basis. January 2016 is the first month of first quarter (March 2016). **Note 2: Actual Cash and Investments beginning 1/1/16 was 248.1 BEC Board Book February 2016 Page 31 BEARTOOTH ELECTRIC COOPERATIVE, INC. Accounts Payable Check Register 1/16/2016 To 02/15/2016 Bank Account: 1 - GENERAL FUND Check / Date Tran 1053 Listed 1053 1/20/2016 1054 1/20/2016 1055 1/20/2016 1056 1/21/2016 1057 1/21/2016 1058 1/25/2016 1059 1/27/2016 1060 1/27/2016 1061 1/27/2016 1062 1/28/2016 1063 1/28/2016 1064 1/29/2016 1065 1/29/2016 1066 1/29/2016 1067 1/29/2016 1068 2/3/2016 1069 2/3/2016 1070 2/3/2016 1071 2/3/2016 1072 2/10/2016 1073 2/1/2016 56514 1/22/2016 56515 1/22/2016 56516 1/22/2016 56517 1/22/2016 56518 1/22/2016 56519 1/22/2016 56520 1/22/2016 56521 1/22/2016 56522 1/29/2016 56523 1/29/2016 56524 1/29/2016 56525 1/29/2016 56526 1/29/2016 56527 1/29/2016 56528 1/29/2016 56529 1/29/2016 56530 1/29/2016 56531 1/29/2016 56532 1/29/2016 56533 1/29/2016 56534 1/29/2016 56535 1/29/2016 56536 1/29/2016 56537 1/29/2016 56538 1/29/2016 56539 1/29/2016 56540 1/29/2016 56541 1/29/2016 56542 1/29/2016 56543 1/29/2016 56544 2/5/2016 56545 2/5/2016 56546 2/5/2016 56547 2/5/2016 56548 2/5/2016 56549 2/5/2016 56550 2/5/2016 Pmt Type Vendor Name WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE WIRE CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK PAYROLL TWIN EAGLE RESOURCE MANAGEMENT, LLC SOUTHERN MONTANA ELECTRIC G&T COOP., INC NRECA NRECA INTERNAL REVENUE SERVICE NEOPOST USA INC NORTHWESTERN ENERGY DEPARTMENT OF ENERGY NATIONAL RURAL ELEC COOP ASSOC NATL RURAL ELECTRIC COOP ASSN A/P Clearing USDA RURAL DEVELOPMENT NATIONAL RURAL UTILITES NATIONAL RURAL UTILITES PAYROLL INTERNAL REVENUE SERVICE NRECA NRECA US BANK NATL RURAL ELECTRIC COOP ASSC AMERICA FAMILY LIFE INSURANCE CO ANIXTER POWER SOLUTIONS, LLC CARBON COUNTY TREASURER LOCAL UNION 44 LOWER VALLEY ENERGY MONTANA DEPT OF REVENUE TITAN MACHINERY INC. STILLWATER GROUP LLC THE BANIK COMMUNICATIONS INC. BIG SKY LINEN SUPPLY CSV ENERGY LABORATORIES INC FELT, MARTIN, FRAZIER & WELDON, P.C. HDR ENGINEERING INC JACO ANALYTICAL, INC. LANDIS+GYR TECHNOLOGIES LLC MAILING SYSTEMS PLUS MORE MCFARLAND CASCADE HOLDINGS MONTANA ELECTRIC COOP ASSN., INC. MORRISON MAIERLE SYSTEMS CORP MOTOR POWER EQUIPMENT COMPANY NISC ONE CALL LOCATORS, LTD QUILL CORPORATION RESPOND SYSTEMS KAAREN S ROBBINS TERRELL'S OFFICE MACHINES, INC. SAMUEL P WALKOWIAK WYOMING DEPT OF REVENUE DAVID REYNOLDS JAMES R AVENT TRAVIS BARKER BASIN ELECTRIC POWER COOP GUY C BEHRENT CENEX CENTURYLINK WILLIAM R COLGROVE Amount Reference PAYROLL POWER BILL SHARE OF G & A 401k PENSION PLAN 401k LOAN PAYROLL DEDUCTION PAYMENT FEDERAL WITHHELD TAXES & FICA POSTAGE POWER BILL POWER BILL R & S PLAN 401k PLANS ANNUAL EMPLOYER EXPENSE Clear $0 account vendors USDA - RUS PRINCIPAL & INTEREST CFC PRINCIPAL & INTEREST LOC PAYMENT PAYROLL FEDERAL WITHHELD TAXES & FICA 401k PENSION PLAN 401k LOAN REPAYMENT PAYROLL DEDUCTION MONTHLY CORP CC STATEMENT GROUP INSURANCE 1ST QTR 2016 ADJUSTMENTS PAYROLL DEDUCTION INSURANCE MATERIAL VARIOUS TRUCK REGISTRATIONS UNION DUES PAYROLL DEDUCTION MANAGEMENT AGREEMENT MT WITHHELD TAXES TRUCK REPAIRS INACTIVE REFUND COMMUNICATION SERVICES & NETWORK MAINTENANCE RL & COLUMBUS RUG CLEANING FUEL COLUMBUS SUMP TESTED (2 DATES) ATTORNEY STATEMENT ENGINEERING CONSULTING TWO OIL SAMPLES LONG DISTANCE FEES MAILING MACHINE SUPPLIES 88 POLES GENERAL & SAFETY DUES, RM & N. BROADCAST NETWORK MAINTENANCE & HOSTED EMAIL UNIT #4 PART AMS, ASP & H/W SUPPORT BILLABLE TICKETS - MT & WY OFFICE SUPPLIES RL & COLUMBUS FIRST AID SUPPLIES COMMUNICATIONS CONSULTING BIZHUB MAINTENANCE CDL PORTION REIMBURSEMENT WY SALES & USE TAX CHECK REWRITE TELEPHONE REIMBURSEMENT TELEPHONE REIMBURSEMENT NISC VPN ACCESS TELEPHONE REIMBURSEMENT FUEL LONG DISTANCE TELEPHONE REIMBURSEMENT 23,816.26 241,394.00 9,363.61 4,929.90 312.31 10,007.34 500.00 44,715.78 18,422.10 35,561.76 4,737.00 4,126.32 185,010.56 4,045.73 23,834.08 9,818.28 4,391.77 312.31 7,333.93 42.30 404.48 17,964.03 1,348.23 928.28 49,322.85 1,773.00 48.45 70.05 551.40 114.08 941.71 920.00 3,624.00 846.53 22.00 141.08 23.04 27,104.00 7,881.33 1,289.00 62.01 7,569.71 1,928.41 96.43 492.39 2,943.59 118.47 25.00 2,848.46 758.37 184.92 184.92 39.90 184.92 1,268.81 32.69 184.92 BEC Board Book February 2016 Page 32 Check Register 1/16/2016 To 02/15/2016 Bank Account: 1 - GENERAL FUND Check / Date Tran 1053 56551 2/5/2016 56552 2/5/2016 56553 2/5/2016 56554 2/5/2016 56555 2/5/2016 56556 2/5/2016 56557 2/5/2016 56558 2/5/2016 56559 2/5/2016 56560 2/5/2016 56561 2/5/2016 56562 2/5/2016 56563 2/5/2016 56564 2/5/2016 56565 2/5/2016 56566 2/5/2016 56567 2/5/2016 56568 2/5/2016 56569 2/5/2016 56570 2/5/2016 56571 2/12/2016 56572 2/12/2016 56573 2/12/2016 56574 2/12/2016 56575 2/12/2016 56576 2/12/2016 56577 2/12/2016 56578 2/12/2016 56579 2/12/2016 56580 2/12/2016 56581 2/12/2016 56582 2/12/2016 56583 2/12/2016 56584 2/12/2016 56585 2/12/2016 56586 2/12/2016 56587 2/12/2016 56588 2/12/2016 56589 2/12/2016 56590 2/12/2016 56591 2/12/2016 56592 2/12/2016 56593 2/12/2016 56594 2/12/2016 56595 2/12/2016 56596 2/12/2016 56597 2/12/2016 56598 2/12/2016 56599 2/12/2016 56600 2/12/2016 56601 2/12/2016 Pmt Type CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK CHK Vendor Name Amount Reference ERIC L ELTON FARMER BROS CO LEE G HAUGE HI MOUNTAIN RECREATION HORIZON COMMUNICATIONS JULIE A LINDGREN LINECO METLIFE MONTANA DEPT OF REVENUE MONTANA MOBILE NATIONAL RURAL ELEC COOP ASSOC P D Q JANITORIAL SERVICE INC DONALD W PARKS JAMES PIHL QUILL CORPORATION REYNOLDS REAL ESTATE SERVICES, INC RONNING AUTO TRUCK TRACTOR SERVICE CONSTANCE S TEACHOUT SAMUEL P WALKOWIAK JAKE D WRIGHT CARBON COUNTY TREASURER CENTURYLINK CHARTER COMMUNICATIONS CIERRACOM SYSTEMS CITY OF RED LODGE CREDIT ASSOCIATES, INC. CSV ECOLAB PEST ELIM DIV ERIC L ELTON WILLIAM P. HANLEY KENS I-90 REPAIR MAID IN COLUMBUS LLC MONTANA RAIL LINK NEMONT RICHARD T NOLAN NORTHWEST PUBLIC POWER ASSOC ONE SMART CONFERENCE, INC. ONLINE INFORMATION SERVICES REPUBLIC SERVICES #892 STILLWATER COUNTY TREASURER UTILITIES UNDERGROUND LOCATE VERIZON WIRELESS WY RURAL ELECTRIC ASSOCIATION WYOMING DEPT OF REVENUE STEPHANIE EDWARDS MARY M GATES MORRIS A GIESICK J O HASH JR REBECCA J KANE MOUNTAIN HANDYMAN LLC LISA D WOOD TELEPHONE REIMBURSEMENT COFFEE TELEPHONE REIMBURSEMENT 2015 CAN-AM OUTLANDER ATV & TRACKS CALL CENTER OTHER MEETINGS & EXPENSE REIMBURSEMENTS LINEMAN INSURANCE PAYROLL DEDUCTION INSURANCE MT WITHHELD TAXES MONTHLY SHREDDING SERVICE SECTION 125 ADMIN FEE RL OFFICE CLEANING SERVICE TELEPHONE REIMBURSEMENT TELEPHONE REIMBURSEMENT COPY PAPER LVE APT UNIT #8 MOUNT TIRES & OTHER SERVICES MILEAGE REIMBURSEMENT TELEPHONE REIMBURSEMENT TELEPHONE REIMBURSEMENT UNIT #56 REGISTRATION RL OFFICE, COLUMBUS SHOP & SUBSTATIONS LVE APT CABLE INCOMING 800 CALLS MONTHLY WATER & SEWER COLLECTION FEES FUEL RL & COLUMBUS PEST CONTROL UNIT #17 BACKHOE CHAINS REIMBURSEMENT DOT TESTING UNIT #2 BRAKE CONTROLLER CLEANING COLUMBUS SHOP ANNUAL O/H WIRELINE XING - REED POINT FOUR SUBSTATIONS BOARD FEE, MILEAGE, EM & OTHER MEETINGS 2016 ANNUAL DUES CONFERENCE CALLS MONTHLY EXCHANGE SERVICE GARBAGE DISPOSAL UNIT #7 REGISTRATION BILLABLE TICKETS CELL PHONES & COLUMBUS INTERNET 2016 WREA MEMBER DUES WY SALES & USE TAX INACTIVE REFUND Estate Retirements 09/22/2010 CHECK REWRITE Estate Retirements Estate Retirements INACTIVE REFUND INACTIVE REFUND Total Payments for Bank Account - 1 : (109) Total Voids for Bank Account - 1 : (0) Total for Bank Account - 1 : (109) 184.92 49.21 184.92 13,293.98 87.79 2,153.76 10,272.96 25.00 1,740.00 45.00 22.50 920.00 184.92 184.92 90.93 1,200.00 618.00 31.34 184.92 184.92 349.92 1,270.47 63.25 601.62 59.60 341.95 634.30 170.26 120.00 95.00 959.00 200.00 100.00 259.04 1,103.44 5,091.42 32.89 8.10 174.10 200.25 48.67 179.47 1,000.00 2,895.32 10.34 2,016.27 27.68 1,101.49 807.79 155.90 185.26 818,839.59 818,839.59 BEC Board Book February 2016 Page 33 First Interstate Bank - Checking 1/1/2016 2/1/2016 3/1/2016 414,213 5/1/2016 Totals 839,200 - 775,900 - 778,800 - 804,800 - 898,800 832,700 - 742,200 - 719,100 - 805,000 - 9,679,170 - (49,154) (24,282) (48,498) (52,000) (28,000) (46,916) (78,000) (42,000) (52,416) (52,000) (28,000) (46,916) (52,000) (28,000) (46,916) (52,000) (28,000) (46,916) (52,000) (28,000) (46,916) (78,000) (42,000) (52,416) (52,000) (28,000) (12,013) (52,000) (28,000) (12,013) (52,000) (28,000) (12,013) (52,000) (28,000) (12,013) (673,154) (360,282) (435,965) (4,126) (185,011) - (4,126) - (4,126) (116,560) - (4,126) (185,011) - (4,126) - (4,126) (116,560) - (4,126) (185,011) - (4,126) - (4,126) (116,560) - (4,126) - (4,126) (185,011) - (4,126) (116,560) - (49,516) (740,042) (466,238) - (42,545) (76,252) (32,374) (140,131) (313,895) (49,323) (2,114) (10,273) (268,047) (326,647) (48,000) (1,809) (10,273) (119,548) (284,403) (48,000) (2,042) (42,545) (149,860) (272,043) (6,192) (48,000) (2,010) (10,273) (194,350) (236,424) (110,202) (48,000) (2,180) (10,273) (196,927) (237,579) (48,000) (2,090) (42,545) (268,977) (241,386) (48,000) (2,042) (10,273) (265,094) (282,439) (48,000) (2,102) (10,273) (203,085) (258,078) (48,000) (2,065) (42,545) (203,484) (227,156) (6,316) (48,000) (1,933) (10,273) (141,905) (227,863) (112,406) (48,000) (1,631) (10,273) (224,691) (258,373) (200,000) (48,000) (1,819) (252,364) (76,252) (32,374) (2,376,097) (3,166,286) (235,116) (200,000) (577,323) (23,837) Total Payments (967,704) (785,819) (757,368) (836,703) (732,471) (742,470) (919,004) (784,450) (734,200) (625,574) (823,228) (955,855) (9,664,847) Ending Balance 172,432 414,213 521,245 523,741 567,170 603,499 489,296 603,646 702,146 818,772 714,644 563,789 563,789 1/31/2016 2/28/2016 3/31/2016 4/30/2016 5/31/2016 6/30/2016 7/31/2016 8/31/2016 9/30/2016 10/31/2016 11/30/2016 12/31/2016 66,279 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 66,279 (380,000) - - - - - - - - - - - (380,000) - 702,146 12/1/2016 864,400 - - 603,646 11/1/2016 1,027,600 - - 489,296 10/1/2016 590,670 - - 603,499 9/1/2016 Receipts - 567,170 8/1/2016 380,000 (4,046) - 523,741 7/1/2016 Transfers In Transfers Out - 521,245 6/1/2016 173,512 Payment Payroll Employees Taxes R&S/401k Loans RUS CFC FFB FIB-LOC Insurance Group General WC A/P Power Property Taxes New Truck LVE Mgmt Other 172,432 4/1/2016 Beginning Balance - 818,772 - 714,644 - - 173,512 380,000 (4,046) 1st Bank Beginning Balance Transfers Out Receipts Ending Balance 385,967 - - - - - - - - - - - 385,967 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 72,246 4,090 16,414 28,114 38,414 52,214 64,514 81,114 101,414 121,814 148,214 171,914 183,614 4,090 - - - - - - - - - - - - First Interstate Bank - Savings Beginning Balance Transfers In Transfers Out - 12,325 11,700 10,300 13,800 12,300 16,600 20,300 20,400 26,400 23,700 11,700 10,300 Total Payments - - - - - - - - - - - - Ending Balance 16,414 28,114 38,414 52,214 64,514 81,114 101,414 121,814 148,214 171,914 183,614 193,914 193,914 4,254 4,254 4,255 4,263 4,263 4,264 4,272 4,273 4,273 4,281 4,282 4,283 4,254 - - - - - - - - - - - - - Receipts 189,825 - All Other Accounts Beginning Balance Transfers In Transfers Out 0 Receipts 1 8 1 1 8 1 1 8 1 1 8 37 Total Payments - - - - - - - - - - - - - Ending Balance 4,254 4,255 4,263 4,263 4,264 4,272 4,273 4,273 4,281 4,282 4,283 4,291 4,291 TOTAL ALL ACCOUNTS $ 265,346 $ 518,828 $ 636,168 $ 652,465 $ 708,194 $ 761,132 $ 667,229 $ 801,980 $ 926,887 $ 1,067,214 $ 974,787 $ 834,240 CFC LOC Beginning Balance Transfers In (back to CFC) Transfers Out (to BEC) Ending Balance Interest Paid on LOC (1,204,046) (1,200,000) - - - - - - - - - - (1,204,046) 4,046 - 1,200,000 - - - - - - - - - - - 1,204,046 - 3,000 - - - - - - - - - (1,200,000) 1/31/2016 - 2/29/2016 3/31/2016 4/30/2016 5/31/2016 6/30/2016 7/31/2016 8/31/2016 9/30/2016 - 3,000 BEC Board Book February 2016 Page 34 10/31/2016 11/30/2016 12/31/2016 Beartooth Electric Cooperative. Inc. Summary of Attorney Fees 2016 General Marsh Mundorf Pratt Felt, Martin, Frazier, et al General 2016 Jan 2016 3,000.00 Policy Review Lower Valley SME G&T Bankruptcy Perkins Cole Southern Exit Southern Exit Southern Exit Negotiations Negotiations Negotiations (estimated) General Monthly Totals Felt, Martin, Frazier, et al 3,000.00 Bankruptcy Monthly Totals - Attorney AD&D WY Insurance/Other Marsh Mundorf Pratt 1.83 Monthly 3,001.83 MT and WY MT and WY 2016 Budget Monthly 2016 Budget YTD 4,000.00 4,000.00 Feb 2016 - - - 4,000.00 8,000.00 Mar 2016 - - - 4,000.00 12,000.00 Apr 2016 - - - 4,000.00 16,000.00 May 2016 - - - 4,000.00 20,000.00 June 2016 - - - 4,000.00 24,000.00 July 2016 - - - 4,000.00 28,000.00 August 2016 - - - 4,000.00 32,000.00 Sept 2016 - - - 4,000.00 36,000.00 Oct 2016 - - - 4,000.00 40,000.00 Nov 2016 - - - 4,000.00 44,000.00 Dec 2016 - - - 4,000.00 48,000.00 2016 Attorney rates: 3,000.00 - - - - - 3,000.00 - - 1.83 - 3,001.83 48,000.00 LRM = $235, MSS = $195 BEC Board Book February 2016 Page 35 GENERAL MANAGER REPORT February 23, 2016 Power Supply I was able to have dinner at the NRECA Annual Meeting with John Wilkinson and Murray Margolis from Morgan Stanley. I invited Bryan Case to join us so we could update the Morgan Stanley folks regarding our potential three-way consolidation with Lower Valley, Fall River and Beartooth. We discussed several interesting topics. Morgan Stanley was the successful respondent to the BEC power supply request for proposals (RFP) and will be delivering a five-year load following product to BEC starting in October 2017. They have been very easy to work with and provided the best credit terms. We discussed strategies to avoid a power supply cliff for BEC in seven years by watching the market and cost averaging future power supply contracts when the market looks favorable. We found out that Morgan Stanley was one of the successful bidders to supply power to BPA at Goshen in June when the Southeast Idaho Exchange expires. Goshen is the substation that BPA uses to serve its six customers, including Lower Valley and Fall River, in Southeast Idaho. That tells us that they can cost effectively deliver power to Goshen which might make them a good candidate to serve future Tier 2 power needs for Lower Valley and Fall River as the need arises. I am sure there will be several suppliers we could make market purchases from for our Tier 2 needs but it is interesting to note that Morgan Stanley will already have a presence at the Goshen Substation and we will have a favorable credit relationship already developed with them through BEC. Rate Reduction Strategy The COSA was completed by EES and reviewed by the risk management committee on February 18 and is included behind Tab 12. As indicated by the COSA, it appears that our rates are under collecting from the irrigation class and over collecting from the small commercial class. EES suggested three options for an overall 10% rate reduction: Option 1: o 10% decrease for all customer classes Option 2: o 10% decrease for Residential, Large Commercial and Industrial o 12.7% decrease for Small Commercial Class o 5% decrease for the Irrigation Class Option 3: o 10% decrease for Residential, Large Commercial and Industrial o 15.2% decrease for Small Commercial Class o 0% for irrigation 1 BEC Board Book February 2016 Page 36 Wade prepared a spreadsheet showing the rate impacts for each option. The spreadsheet is included behind Tab 12. We have an informal meeting for irrigation customers set up for February 22 at 6:30 pm at the BEC office in Red Lodge to discuss the COSA and to get feedback. After listening to the irrigation customers we will have a recommendation for the board regarding which rate reduction option to follow. Once the board selects an option we would like to make the rate decrease effective on March 1, 2016. Remember, if things unfold financially as outlined in the financial forecast we would like the board to consider another 5% rate reduction in late August or early September. 2016 System Goals We hope to establish the Operation Round-Up program as soon as it is approved by the board. The required documents to establish the non-profit organization are included behind Tab 14. Our goal is to have at least 200 customers participating in the program by the end of the year. We look forward to your recommendations on who should be invited to serve on the Operation Round-Up Board. Meter Exchange The result of changing all the meters on the Luther Substation to solid state electronic Turtle Meters from the old electro-mechanical meters looks promising but not yet conclusive. The last of the meters were changed out December 22, 2015. The monthly line losses after transmission for Luther were as follows: September 2015 October 2015 November 2015 December 2015 January 2016 9.5% 8.3% 3.2% 3.6% 5.7% Timing issues with the billing can skew losses from month-to-month. To broaden our study, we are going to change out 800 meters out of the Columbus Substation. We are hoping to prove that a significant portion of our line loss is caused by metering and that the savings could finance a new more accurate system such as TWACS. We are estimating that to fully install a new TWACS System would cost $1.7 million to $2 million. The TWACS system would also allow us to provide daily and hourly use information to our customers along with other valuable tools. The Turtle System is two years out of production so obsolescence is also going to push us to make a change within the next few years. 2 BEC Board Book February 2016 Page 37 Consolidation Update We will have an hour consolidation update meeting at 11:00 am during the LVE Board Meeting. Included behind Tab16 are an agenda, an updated Memorandum of Understanding (MOU), and draft timeline. Since our visit, the PNGC staff has been working on an early buy-out number for Fall River. Their goal is to keep the other PNGC members financially whole from the loss of Fall River leaving the organization. We are guessing that the net present value of the buyout could be between $5 million and $8 million. Fall River has about $1.4 million in equity which they should be able to use to offset some of the exit fee. The PNGC Board may not make a final decision of the fate of Fall River’s membership until the May 10 PNGC Board Meeting. The original timeline was to complete the member vote at the June 23 Lower Valley Annual Meeting, and consolidate on January 1, 2017. With the PNGC delay, it looks like we will have to push the member vote back to September 22 and the consolidation back to April or May 2017. Three BEC board members plan to attend the Fall River Board Meeting on February 22 in Ashton, Idaho to get to know them better. The risk management committee met on February 18 and will recommend a process to help the BEC Board make a decision on whether or not to participate in the consolidation. BEC recently completed an evaluation of a buy-out model from NorthWestern Energy, and determined it did not appear to be in their members’ best interest. In March Gary Saleba will combine the Lower Valley/Fall River consolidation study with the Lower Valley/Beartooth study done a year ago to evaluate the benefits of Beartooth joining the consolidation. We will also produce a spreadsheet comparing Beartooth as a stand-alone entity to a merged entity with Lower Valley. The board may want to have an independent third-party review the three studies and advise them on the decision making process. Brian Tanabe and I worked with the communication committee to develop a communication plan and timeline (see Tab 13) to help inform and educate BEC members about their options. NREC International Program NRECA International provides people in developing countries access to safe, reliable and affordable electricity. Sam Walkowiak, the BEC Red Lodge Foreman, has helped in three countries, Peru, Chile, and Haiti in the past few years. Last year he helped rebuild overhead distribution line in Haiti for three weeks. We are excited to announce that we are sending three linemen in early April to Haiti for three weeks. Sam Walkowiak is going again this year along with Tim Jenkins from Fall River Electric and Clay Skinner from Lower Valley Energy. NRECA International pays for all the travel costs and expenses. The three cooperatives will donate part of the labor costs while the three linemen will use some vacation time. 3 BEC Board Book February 2016 Page 38 We asked for volunteers and these three linemen willing stepped up and accepted the assignment. Sam has been taking the lead in pulling the trip together. All three men are going because of their belief in helping other people less fortunate than us. We believe this is a great opportunity for these three linemen from our three cooperatives to build a friendship that will be a bridge in linking our utilities together while at the same time serving others. Wounded Warriors Marty Tomlin, our Beartooth Electric Staking Engineer, is involved in an amazing program that helps wounded warriors. Operation 2nd Chance is a program started several years ago by one of Beartooth Electric’s own members, Hank Toole. Wounded warriors from throughout the country are given a chance come to Montana on an all expense paid hunting trip. BEC donated three days of Marty’s time to participate in the program. Donations provide the money to fly these warriors in, house and feed them, take them hunting, fly them home and then send the game meat and mounts home to them all at no cost to them. The hunting guides, the equipment and most of the services are donated by local co-op and community members. For example, Marty, Dr. Bill George, Brent Nearpass, Bill Mytton and 3 of the Red Rooster Ranch Spraying crew are all volunteer hunting guides. The actual hunt is for four days. Several ranches are key to the program’s success by opening up their lands to the hunters. Red Rooster Ranch Spraying and several others donate the use of their side by side and 4-wheeler ATVs. Game processing and even the taxidermy work is all donated. This year four wounded warriors came and hunted. All four got their deer and elk. The volunteers help the warriors in every way imaginable to be successful in their hunting even carrying the warriors piggyback at times to get them into position to have a chance at bagging their big game. These wonderful volunteers go well beyond comfort and generosity in giving these warriors an experience that may well be a once in a lifetime opportunity. 4 BEC Board Book February 2016 Page 39 02/12/2016 Beartooth Electric Employee 401k Goal and Compensation Program The 2016 BEC 401K System Goals are as follow: 1. There will be no lost-time accidents 2. We will score an 80% or better on three random safety inspections 3. At least 2 hazard identifications will be reported by the employees each month 4. Reduce System distribution line losses by at least 1.5% 5. At least 70% of the members will rate their overall satisfaction With BEC a 7 or better on a scale of 1-10. 6. The total number of outages will be less than the average of the past three years 7. The year-end expenses will be less than 105% of the budgeted amounts 8. We will complete 100% of the system maintenance plan 9. Overtime hours will be less than the average of the past three years 10. We will implement an “Operation Round Up” program and sign up at least 200 members There is a spreadsheet attached with the data that we have to date. The spreadsheet format is going to show the cumulative total each month. Tracking on many of the goals rely on reports and are noted on the spreadsheet. There currently have been no lost time accidents. Bill and Eric did a random inspection this month and the crew scored 95%, the one item that they were marked down on was the lack of a physical barricade for the bucket truck. One has been ordered for future safety. The February Hazard Reports have been received and corrected. There are been some operational changes that we are hoping will lower the line losses. As of December the Luther substation, where we changed meters out, showed a drop from 8.2% to 5.7% for a decrease of 2.5%. The Operation Roundup program is still in the implementation stage, but we are happy to say that two of the employees have already signed up to contribute to the funds. BEC Board Book February 2016 Page 40 BEC 2016 401K Goal Update No Lost Time Accidents Score 80% or Better on 3 Random Inspections At Least 2 Hazard Reports by Employees Reduce System Line Losses by at least 1.5% 70% of Members Rates BEC a 7 or Better Total # of Outages will be less than 3 year average Jan Feb 8% 17% 0% 33% 8% Report lags 30 days 17% Mar Apr May Jun Jul Aug Sep Oct Nov Dec Survey not Survey not done yet done yet 8% Waiting for Month End Waiting Waiting for for Year End Expenses January February less that 105% of Budget Financials Financials Will Complete 100% of System Maintenance Plan 8% 17% Overtime will be less than past 3 year average 8% Waiting for Month End Implement Operation Round Up program and sign up 200 members 20% 25% BEC Board Book February 2016 Page 41 “Beartooth Electric is my energy cooperative.” RALPH LEWIS / Reed Point, Montana your cooperative newsletter March 2016 Welcome Members James R. Webb BEC General Manager Lower Valley Energy, President/CEO Consolidation comes into the Conversation All over the West, small rural electric co-ops are looking for ways to cut costs and find stability in a changing energy marketplace. Beartooth is not alone. For nearly 3 decades, Lower Valley Energy (LVE) and a neighboring co-op have talked about the benefits of joining forces. Fall River Electric Cooperative (FREC) is headquartered in Ashton, Idaho and serves about 16,000 connections in eastern Idaho, western Wyoming and southwest Montana. In January, a joint announcement proposed consolidation. The boards of the two co-ops are working on terms. If all concerns are addressed, a vote could be scheduled as early as June and take effect January 1, 2017. What does this mean for Beartooth? BEC is being managed under an agreement with LVE, signed in 2014. If the consolidation goes through, there will be no LVE—it will be part of a brand new co-op combined with FREC. LVE FREC The BEC/LVE management agreement provides an option to merge. We’ve been looking ahead to the possibility that BEC would become part of LVE— an option that may go away. BEC has been invited to consider consolidation; BEC, LVE and FREC would become one new and larger cooperative. LVE and FREC have identified cost savings for their members of almost $4 million a year. There could be substantial benefits for BEC as well. Your board has stepped up efforts to learn more about the potential effects and get information out to the members. BEC? The decision will be yours. Either a merger or consolidation requires approval by two-thirds of the members who vote. But it appears that a pivotal point in Beartooth’s future is coming faster than we expected. BEC Board Book February 2016 Page 42 3 SERVING 4,400 OWNERS. AND COUNTLESS FUTURE GENERATIONS. D.C. BOUND Congratulations to BEC’s 2016 Youth Tour candidates—Solomon Arno from Rapelje High School and Chloe Flynn from Absarokee High School. The Electric Cooperative Youth Tour has brought high school students to Washington, D.C. every June since the late 1950s. Students apply and are selected for this program by their local electric cooperative. Solomon Arno Rapelje High School 2016 This year BEC received seven applications for this prestigious program. Thank you to all applicants for this year’s Youth Tour competition including Solomon Arno, Destiny Ayers, Dylan Blodgett, Nynah Marie Bryant, Chloe Flynn, Sidney Markle and John Schladweiler. The National Rural Electric Cooperative Association (NRECA) hosts 1,700 future energy leaders in Washington, D.C. for the annual Electric Cooperative Youth Tour. Some of the nation’s best and brightest high school students will meet with their elected officials on Capitol Hill, train in leadership and form a network with their peers from across the nation. Chloe Flynn Absarokee High School “The annual Youth Tour is a vital opportunity for youth living in coop territory to visit our nation’s capital and learn about the importance of electric cooperatives,” said NRECA CEO Jo Ann Emerson. “Our youth are our future leaders, politicians and educators, and the Youth Tour is a strong reminder each year of how bright that future will be.” Your trusted source for power. And I n formation. 4 Did you know? In 1977, Apple’s CEO Tim Cook was a Youth Tour candidate for his Alabama hometown electric cooperative, Baldwin EMC. Monthly Base Charge (billed over 6 months) -----------------------------------$121.80 kWh Energy Charge (5% decrease from 2015) ------------------------------------$0.064439 kW Demand Irrigation (no change in kW charge) --------------------------------------$12.40 I rrigation Season April 1 through September 30 BEC Board Book February 2016 Page 43 Beartooth Alternatives: Board Examines—Members Decide Alternatives—With management input and Risk Management Committee investigation the Beartooth board continues to examine potential business alternatives for BEC. If the board decides to recommend change from an independent co-op to a merged or consolidated cooperative, approval by two-thirds of the members who vote will be required. Montana law (MCA 35-18-405) requires two-thirds of the entire membership to vote for approval of an acquisition, which requires the existing co-op to dissolve. We have reported on comparing the standalone Beartooth option to both an acquisition by NorthWestern Energy (NWE) and a merger with Lower Valley Electric (LVE). A consolidation that would create a new cooperative including Lower Valley, Beartooth, and Fall River Electric may be considered. purchased assets serve only Beartooth area customers NorthWestern would be required to recover the amount of the purchase from those receiving the benefit through a monthly charge to Beartooth area ratepayers for 10 years. With the current Arleen Boyd BEC rate decreases Risk Management Committee Chair Trustee District 2 the calculated monthly Submitted 2 8 2016 surcharge would push rates with NWE well above what BEC ratepayers would pay an independent Beartooth – also approximately 35 percent higher than what other NWE ratepayers would pay. We are confirming the final analysis with NorthWestern and will post the results for members. In 2012 with our power supplier, Our analysis Southern Montana With the current BEC rate decreases the examined Electric, in numbers with calculated monthly surcharge would push rates bankruptcy and consideration with NWE well above what BEC ratepayers would proposals before the of non-rate pay an independent Beartooth. court that could have advantages pushed Beartooth and challenges to bankruptcy, we asked NorthWestern Energy if it including the advantages of co-op local control versus was possible for them to provide power for Beartooth. size, long-term power supply, and Public Service Knowing that an acquisition would be required for Commission oversight on the investor owned utility NWE legally to serve our members, BEC and NWE side. Similar financial and other factors will drive the looked long and hard at whether an acquisition could evaluation of our remaining potential alternatives. deliver benefits for consumers at both utilities. No formal proposal was legally possible until Beartooth Risk management—The risk management committee could sever its contract with Southern, but we examined the financial projections for BEC and examined the numbers for a potential acquisition recommended a 10 percent revenue decrease and carefully over the past three years. evaluation of a subsequent reduction this year. The committee also recommended a seven-year term With our exit from Southern, favorable wholesale for the loan to cover the $1.2 million BEC prepaid power contracts fixed for seven years, and reduced Southern on exit for the BEC share of the remaining operations costs we are in a solid financial position HGS debt, which BEC would have paid in 2016 as a and are implementing rate decreases. Cost reductions Southern member. With a low interest rate and seven resulting from our management agreement with Lower years to complete payment, BEC improves its Valley Electric are expected to provide additional cash position and sets the retirement of the loan savings and potential for rate relief. BEC Members are seeing small improvements in their bills and with the approved reduction the trend NorthWestern Energy and Beartooth used an NWE at BEC is positive and sustainable. This new trend acquisition model to evaluate the acquisition cost and follows 16 rate increases levied by Southern Montana potential impact on ratepayers. To acquire Beartooth Electric between 2004 and 2011 that caused NWE would pay BEC for its assets based appraisals. Beartooth to raise rates 115% from 2006 through The payment would allow BEC to retire its debt 2011. We are heading in an entirely new direction. Continued on page 6 and meet other financial obligations. Because the “ “ BEC Board Book February 2016 Page 44 5 PRESIDENT’S Message Well, it seems the ground hog did not see his shadow this winter so we are supposed to Roxie Melton expect an early spring. I hope President it’s correct. I was told that a Trustee District 2 no shadow sighting has only occurred 18 times since the tradition began. Many of our ranchers are beginning/ending the calving season and to have the weather on their side would ideal. Calving in 0 to sub-zero temperatures can be a daunting challenge. I have some interesting if not exciting news about our friends at Lower Valley Energy. It seems that Lower Valley and Fall River have been talking about merging for a number of years. They have finally decided that the time is right and are going forward. At the same time, an offer has been extended to Beartooth to join the merger. This is a couple of years earlier that we had originally planned but this kind of opportunity does not come around very often. The benefits of having a large membership are numerous. First the membership would increase to almost 49,000 and both Lower Valley and Fall River provide propane and natural gas service to about 10,000 customers. With a large membership they can offer many energy conservation initiatives, renewable energy and hydroelectric power production among other things. In 2014 Lower Valley Energy had the enviable position of having the lowest residential electric rates of all electric cooperatives in the country. We would still bring our power contracts with us, but it is encouraging to know we would be joining a very financially sound group. You may be wondering which name the merged cooperative will be using. The answer is none of the above. This merger will also necessitate the need for a new name. In the next few months I will be meeting with the other two board presidents and the coop management teams. We will be going over the financials and discussing the service advantages of a merger. Once we get all the information together, we will have a few town hall meetings to explain the value of this endeavor. Later, we will need a favorable vote by two thirds of the voting members to approve the proposal. I am excited about this proposition but a little saddened about leaving the Beartooth name of 77 years behind. Until next time, thank you for your support and encouragement in our efforts to bring you affordable and reliable electric service. NEXT BEC BOARD MEETING March 29, 2016 | 11:30 AM Beartooth Electric Office Red Lodge, MT Continued from page 5 Southern and SME— Southern created SME in 2008 to assume responsibility for building the Highwood Generation Station (HGS) and later returned that responsibility to Southern. On January 20 the SME board voted to secure professional advice on any remaining financial requirements for corporate dissolution. The Certificate of Election to Dissolve has been filed and official notice of dissolution has been placed in newspapers as required by law. SME anticipates closure by the end of February 2016. It is easy to confuse Southern Montana Electric Generation and Transmission Cooperative with SME Electric Cooperative. Their history, membership, finances, and logos overlap. Southern has no announced intention to close although it has made public the expectation that it will complete payment of the Highwood Generating Station debt by the fourth quarter of 2016. We inform you to generate input and improve decision-making. Please contact any board member or our manager, Jim Webb, for information—or with suggestions. BEC Board Book February 2016 Page 45 6 BEARTOOTH BULLETIN March 2016 SERVING 4,400 OWNERS. THE FUTURE IS BRIGHT AT BEC. Consolidation comes into the Conversation By James R. Webb, BEC General Manager, Lower Valley Energy President/CEO Consolidation comes into the Conversation For nearly 3 decades, Lower Valley Energy (LVE) and a neighboring co-op have talked about the benefits of joining forces. Fall River Electric Cooperative (FREC) is headquartered in Ashton, Idaho and serves about 16,000 connections in eastern Idaho, western Wyoming and southwest Montana. In January, a joint announcement proposed consolidation. The boards of the two co-ops are working on terms. If all concerns are addressed, a vote could be scheduled as early as June and take effect January 1, 2017. LVE FREC What does this mean for Beartooth? The BEC/LVE management agreement provides an option to merge. We’ve been looking ahead to the possibility that BEC would become part of LVE—an option that may go away. BEC has been invited to consider consolidation; BEC, LVE and FREC would become one new and larger cooperative. LVE and FREC have identified cost savings for their members of almost $4 million a year. There could be substantial benefits for BEC as well. Your board has stepped up efforts to learn more about the potential effects and get information out to the members. BEC? The decision will be yours ...Read my entire article at www.beartoothelectric.com... PRESIDENT’s Message OPTIONS FOR THE FUTURE • • • • Remain an independent co-op Acquisition by another utility Merge with another co-op Consolidation with other co-ops It’s your decision. A merger or a consolidation requires approval by two-thirds of the members who vote. Montana law (MCA 35-18-405) requires two-thirds of the entire membership to vote for approval of an acquisition. MAR 29 BEC Regular Board Meeting BEC Office—Red Lodge, MT 11:30 AM By Roxie Melton, Trustee District 2, BEC Board President I have some interesting if not exciting news about our friends at Lower Valley Energy. It seems that Lower Valley and Fall River have been talking about merging for a number of years. They have finally decided that the time is right and are going forward. At the same time, an offer has been extended to Beartooth to join the merger. This is a couple of years earlier than we had originally planned but this kind of opportunity does not come around very often. In the next few months I will be meeting with the other two board presidents and the coop management teams. We will be going over the financials and discussing the service advantages of a merger. Once we get all the information together, we will have a few town hall meetings to explain the value of this endeavor to all members ...Read my entire article at www.beartoothelectric.com... APR 26 BEC Regular Board Meeting BEC Office—Red Lodge, MT 11:30 AM JUNE 1 2016 Trustee Nominations Open District 2-Boyd Area District 5-Fishtail Area Get your app at the BEC office or on the website BEC Board Book February 2016 Page 46 Beartooth Alternatives: Board Examines—Members Decide By Arleen Boyd, District 2 Trustee, Risk Management Committee Chair “ “ With the current BEC rate decreases the calculated monthly surcharge would push rates with NWE well above what BEC ratepayers would pay an independent Beartooth. With management input and Risk Management Committee investigation the Beartooth board continues to examine potential business alternatives for BEC. We have reported on comparing the standalone Beartooth option to both an acquisition by NorthWestern Energy (NWE) and a merger with Lower Valley Electric (LVE). A consolidation that would create a new cooperative including Lower Valley, Beartooth, and Fall River Electric may be considered. RATES TO DECLINE Our analysis examined numbers with consideration of non-rate advantages and challenges including the advantages of co-op local control versus size, long-term power supply, and Public Service Commission oversight on the investor owned utility side. Similar financial and other factors will drive the evaluation of our remaining potential alternatives. In addition, the risk management committee examined the financial projections for BEC and recommended a 10 percent revenue decrease and evaluation of a subsequent reduction this year. The committee also recommended a seven-year term for the loan to cover the $1.2 million BEC prepaid Southern on exit for the BEC share of the remaining HGS debt, which BEC would have paid in 2016 as a Southern member. With a low interest rate and seven years to complete payment, BEC improves its cash position and sets the retirement of the loan BEC Members are seeing small improvements in their bills and with the approved reduction the trend at BEC is positive and sustainable. We are heading in an entirely new direction...Read my entire article at www.beartoothelectric.com... A ten percent decrease in energy rates for BEC members was approved at the January Board meeting. Stay tuned for new rate class energy charges. D.C. BOUND Congratulations to BEC’s 2016 Youth Tour candidates—Solomon Arno from Rapelje High School and Chloe Flynn from Absarokee High School ... Read more at www.beartoothelectric.com... IRRIGATION SEASON Irrigation Season April 1 through September 30 Monthly Base Charge (billed over 6 months) $121.80 kWh Energy Charge (5% decrease Aug 2015) $0.064439 kW Demand Irrigation (no rate change) Solomon Arno Rapelje High School JUN/JUL 2016 BEC TOWN HALL MEETINGS 5 COMMUNITY MEETINGS SCHEDULE COMING SOON! AUG 6 $12.40 Chloe Flynn Absarokee High School 2016 TRUSTEE NOMINATIONS CLOSE District 2-Boyd Area District 5-Fishtail Area Apps must be submitted to BEC by 5PM SEPT 24 BEC 78TH ANNUAL MEMBER MEETING ROBERTS HIGH SCHOOL | 9AM PLAN TO JOIN US! BEC Board Book February 2016 Page 47 BOARD REPORT February 23, 2016 COMMUNICATIONS & MEMBER SERVICES 1. MECA Memorial Scholarship BEC received 13 applications for the 2016 MECA Memorial Scholarship competition. The MECA Scholarship worksheet and applicant personal statements appear at the end of the board book for trustee review, scoring and candidate selection. BEC’s candidate will continue in the scholarship competition to be judged by MECA. APRIL Rural Montana-Content Deadline Please submit content no later than Thursday, March 3. Requested content: 1. The General Manager’s Message (Jim) 2. The President’s Message (Roxie) 3. Risk Management Committee (Arleen) 4. MECA Scholarship Candidate Announcement (Kaaren) 2. E-bill Participation Stats The E-bill program continues to draw increased participation with current members at 1,268, an increase of 23 and accounts stand at 1,608 showing an increase of 32. E-Bill Members E-Bill Accounts Jan ‘16 Jan ‘15 Feb ‘16 Feb ’15 (data cleanup) 1,245 1,174 1,268 1,035 1,111 1,120 1,127 1,608 1,875 1,640 1,327 1,407 1,424 1,435 Oct ‘15 Nov ’15 Jul ‘16 E-Bill Members E-Bill Accounts Jul ‘15 Aug ‘16 Aug ‘15 Mar ‘16 Sep ‘16 Mar ‘15 Sep ‘15 Apr ‘16 Oct ‘16 Apr ‘15 May ‘16 Nov ‘16 May ‘15 Jun ‘16 Jun ‘15 1,124 1,437 Dec ’16 Dec ’15 1,138 1,138 1,151 1,166 1,183 1,121 1,463 1,465 1,479 1,496 1,515 1,584 3. LISD/LIDD Program Stats The program lost one participant this month. Statement Date 16-Jan BEC Low Income Senior and Disabled Discount Total Members Total Month's Discounts Year-to-Date Discounts 45 $557.04 $557.04 15-Jan 43 $609.38 $609.38 15-Feb 45 $509.53 $1,118.91 14-Feb 48 $674.82 $1,349.64 15-Mar 47 $405.99 $1,524.90 14-Mar 42 $538.52 $1,976.86 15-Apr 49 $383.41 $1,908.31 14-Apr 42 $538.52 $2,515.38 15-May 49 $372.08 $2,280.39 14-May 40 $332.16 $2,847.54 15-Jun 48 $354.53 $2,634.92 14-Jun 40 $238.75 $3,086.29 15-Jul 48 $381.81 $3,016.73 14-Jul 39 $372.97 $3,459.26 15-Aug 48 $345.83 $3,362.56 14-Aug 39 $343.02 $3,802.28 15-Sep 47 $285.98 $3,648.54 14-Sep 39 $314.18 $4,116.46 15-Oct 46 $329.90 $3,978.44 14-Oct 40 $340.79 $5,199.11 15-Nov 45 $387.52 $4,365.96 14-Nov 42 $513.83 $5,712.94 15-Dec 45 $456.02 $4,821.98 14-Dec 42 $513.83 $5,712.94 Communications & Member Services BEC Board Book February 2016 Page 48 BEC Board Book February 2016 Page 49 BEC Board Book February 2016 Page 50 BEC Board Book February 2016 Page 51 BEC Board Book February 2016 Page 52 BEC Board Book February 2016 Page 53 BEC Board Book February 2016 Page 54 BEC Board Book February 2016 Page 55 BEC Board Book February 2016 Page 56 BEC Board Book February 2016 Page 57 BEC Board Book February 2016 Page 58 BEC Board Book February 2016 Page 59 BEC Board Book February 2016 Page 60 BEC Board Book February 2016 Page 61 BEC Board Book February 2016 Page 62 BEC Board Book February 2016 Page 63 BEC Board Book February 2016 Page 64 BEC Board Book February 2016 Page 65 BEC Board Book February 2016 Page 66 BEC Board Book February 2016 Page 67 MECA 2016 MEMORIAL SCHOLARSHIP Once again, it’s time to nominate a deserving BEC service area student for the 2016 MECA Memorial Scholarship. MECA will award one scholarship in the amount of $500 in each of the four MECA districts. The GPA, ACT/SAT and Activities judging is completed and applicants are ranked in descending order (All applicants were awarded the full 20% score in the activities section. Each applicant is intricately involved in both their school and community). Please review and score each applicant's personal statement. (The personal statement is 40% of the applicant's total score). Enter your score in the personal statement column. For each candidate, add the GPA/SAT/Activities and Personal Statement scores to determine the Total Score. Please bring your completed score sheet to the board meeting to participate in the BEC candidate selection process. Thank you. 1 2 Emma Katharine Chandler Brianna Erfle 3 Nikkole Schneider 4 Colette Zentner 5 6 7 8 9 10 11 12 13 Brooke Krieger Jared Schwend Jessica Ausup Bianey Lara Ambriz Courtney Richardson Jordan Phillip Marsh Autumn Brimer Annie Cooke Kenyon Hatten 20% 20% 20% GPA / Class Rank ACT/SAT Activities 4.000 1 / 25 ACT 27 20.0% 20.0% 4.000 1/5 ACT 27 20.0% 20.0% 3.894 21/99 19.5% ACT 26 GPA/SAT/ Activities Score 40% Personal Statement Score TOTAL SCORE 20% 60% % % 20% 60% % % 20% 59% % % 20% 58% % % 20% 57% % % 20% 56% % % 20% 56% % % 20% 55% % % 20% 53% % % 20% 52% % % 20% 51% % % 20% 51% % % 20% 47% % % 19.3% 3.7619 2 / 11 ACT 26 18.8% 19.3% 3.957 2/5 ACT 23 19.8% 17.0% 3.91 4 / 27 ACT 22 19.6% 16.3% 3.813 7 / 54 ACT 23 19.1% 17.0% 3.894 3/5 ACT 21 19.5% 15.6% 3.291 7 / 12 ACT 23 16.5% 17.0% 3.670 5/5 ACT 19 18.4% 14.1% 3.667 13 of 26 ACT 17 18.3% 12.6% 3.10 12 / 29 ACT 21 15.5% 15.6% 2.85 19 / 27 ACT 17 14.3% 12.6% BEC Board Book February 2016 Page 68 BOARD REPORT By: Eric Elton, Line Superintendent FEBRUARY 23, 2016 CONSTRUCTION, OPERATIONS & MAINTENANCE Red Lodge crews have been changing out poles in the Red Lodge and Roberts’s areas. They are also building new services as they come in. With the weather so mild people are still building. We have changed out just under 70 poles since October. Columbus crews have been working on some maintenance and tree trimming. Altec has completed all the DOT inspections and dielectric tests on trucks and trailers for the year. The inspections went very well with them finding some minor problems. We did a complete material inventory this month and the inventory came out pretty good considering the buying of all materials from HD Supply. On February 16th - 17th Lower Valley sent Aaron Johnson up and he inspected all substations with an infrared camera. Aaron also helped us repair a couple of regulators in the Roberts Substation. (We didn’t find any bad connections). Bill Spaulding joined us for our safety meeting and also looked at several projects around the system. (Including the river crossing in Fromberg). There were 4 new services installed the month of January. There was a total of 2 outages system wide the month of January. (This is the smallest number of outages in a month that anyone can remember). Please see attached breakdown sheet. There were 4 individual consumers out of power at some point in the months of January, having duration of 785 minutes. BEC Board Book February 2016 Page 69 EDUCATION, SAFETY & LOSS We had a MECA safety meeting on the 27th of January. (Please see attached sheet). There are no Lost Time Accidents to report for the month of January. TRUCK, TOOLS & EQUIPMENT One of our bucket trucks is down in Billings. It is leaking oil into the fuel. They have yet to find the cause. A new Four Wheeler has been purchased for Red Lodge. Tracks are ordered but not in yet. BEC Board Book February 2016 Page 70 1 790 Consumer hit meter box with plow 01/22/16 240 3 300 Bad splice TOTALS 305 4 Customer Minutes of Interruption RUS Cause Code 65 Cause of Service Interruption (RUS Designation 1730A-119) OH/ URD Number of Customers Affected 01/17/16 Date Duration (Min) S t a r t T i m e Substation January 2016 Outage Summary Belfry OH 65 Roberts OH 720 785 RUS CAUSE CODE KEY 090 110 300 490 500 690 790 Absarokee Belfry Columbus East Rosebud Edgar/Fromberg Luther Nye Red Lodge Reed Point Roberts Weather Planned Outage/Maintenance Other Material/Equipment Fault Trees Transformer Animals Public Caused 0 1 0 0 0 0 0 0 0 1 BEC Board Book February 2016 Page 71 BEARTOOTH ELECTRIC COOPERATIVE REDLODGE , MONTANA JIM WEBB , Manager Safety Meeting Report January 27, 2016 1. TOPICS: ANNUAL GROUNDING JUMPER and LIVE LINE TOOL TESTING. 2. VIDEOS SHOWN: None. 3. REPORT OF ACCIDENTS: There were no reports of accidents at this time. 4. RECOMMENDATIONS AND COMMENTS: A total of 32 grounding jumpers and 37 live line tools were tested at the safety meeting. Some grounding jumpers needed some minor cleaning and all hot sticks were cleaned before testing procedures began. The extend sticks once again needed more cleaning than others because of the nature of the sticks. A reminder, to stretch them out, and let them dry in a warm environment if used in a wet condition outdoors. The crew is doing a good job with maintenance as I looked at several grounds and sticks during the testing procedure. Thanks to the crew for the assistance! # of Class Hours: 6 # of Field Hours: 0 # of Personnel Present: 9 # of Board Members Present: 0 Manager Contacted: Yes Manager Present: No Thanks for your help and involvement. Johnnie Stanton MECA SL/C BEC Board Book February 2016 Page 72 EMPLOYEE NAME ATTENDANCE TRAVIS BARKER X JAKE WRIGHT X SAM WALKOWIAK X BILL COLGROVE X JAMES PIHL X LEE HAUGE X ERIC ELTON X JIM AVENT X BILL SPAULDING X BEC Board Book February 2016 Page 73 BEARTOOTH ELECTRIC COOPERATIVE, INC. Fleet Management Expense Totals JANUARY 2016 TOTALS Light & Heavy Duty Trucks Backhoes, Trailers & Chipper YTD Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total Total: 22,821.45 Miles 7,772 Cost Per Mile 2.94 Gallons of Gas 1,497.86 MPG 5.19 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 22,821.45 7,772 2.94 1,497.86 5.19 Total: Hours Cost Per Hour Gallons of Gas HPG 2,173.84 13 167.22 35.28 0.37 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total Total: 24,995.29 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 24,995.29 FLEET TOTALS 2,173.84 13 167.22 35.28 0.37 YTD BEC Board Book February 2016 Page 74 February 15, 2016 Mr. Jim Webb Lower Valley Energy 236 N. Washington Afton, WY 83110 SUBJECT: Updated Beartooth COSA Results for 2016 Dear Jim: EES Consulting (EES) is pleased to provide the results of the update of the Beartooth COSA for the 2016 budget year. The COSA follows the methodology used in the 2015 Beartooth COSA and a description of the methods included in the 2015 Report are not duplicated here. The revenue requirement has been updated to reflect the 2016 budget for Beartooth and the projected sales by customer class. Several alternatives for rate impacts by class have also been included and reflect the desired overall 10% rate decrease and the COSA results. Overview of COSA Update While the expense items, sales by class and revenues have all been updated, the rate base and load factor information have not been changed from the 2015 COSA. The rate base by item has not changed significantly from 2015 and therefore the resulting allocations derived from the rate base have not changed either. The load factors for 2014 were the basis for the 2015 COSA and have not been adjusted to reflect 2015 actuals. Updating these factors would create additional work that would not likely change the results significantly. This also provides consistency with the past assumptions. The one area that was examined in greater detail was the irrigation class. Data was provided on a per customer basis. The load factors were not significantly different from 2014 and it would not be appropriate to change the load factors for one class 570 Kirkland Way, Suite 100 Kirkland, Washington 98033 Telephone: 425 889-2700 Facsimile: 425 889-2725 A registered professional engineering corporation with offices in Kirkland, WA and Portland, OR BEC Board Book February 2016 Page 75 Mr. Jim Webb February 15, 2016 Page 2 without changing all classes and balancing to the system total. The data did make it clear that the loads shape varies quite a bit from one customer to the next. For that reason the group coincidence factor for the irrigation class was changed from 100% to 75%. This factor reflects how much of the peak loads for individual customers occur at the same time as other customers in the rate class. The impact was that the irrigation class was allocated a reduced share of distribution costs to better reflect their consumption pattern. Revenue Requirements Results A revenue requirement analysis compares the overall revenues of the utility to its expenses and helps determine the overall adjustment to rate levels that is required. For this analysis, a “cash basis” method was used for determining BEC’s revenue requirement. Annual operating expenses for calendar year (CY) 2016 were used to determine the revenue requirement and were based on the budget provided by BEC. A base case was defined to develop the COSA. This base case assumed the following: Forecast calendar year 2016 was selected as the period for the allocation of costs within the cost of service study. Purchased power was allocated on the basis of demand and energy according to the purchased power components. This resulted in 19.4% being classified as demand-related. The debt service associated with the Southern buyout was classified the same as the purchased power costs and was included in the cost of power. Distribution plant was classified based both on a “minimum system” approach and a “100% demand” approach. Revenues are based on forecast loads and BEC’s current retail rates and differ slightly from the 2016 budget amounts as the calculations are more detailed. Capital improvement projects are fully funded from cash collected in rates. Looking at the test period of CY 2016, revenues collected from rates are expected to be $10.1 million, while expenses are projected to be $8.3 million. This results in an 18 percent surplus in retail rate revenues. As discussed with staff, a 10% rate decrease is being proposed for 2016 to provide some financial reserves and to reflect the uncertainty of costs in this transitional period under the new LVE management agreement. If surplus revenue is available during 2016, it can be used to fund capital BEC Board Book February 2016 Page 76 Mr. Jim Webb February 15, 2016 Page 3 improvements, pay off existing debt or provide an additional rate decrease in the following year. A summary of the draft cash basis revenue requirement is shown in Table 1. Table 1 Revenue Requirement Summary Applications of Funds CY: 2016 Operation and Maintenance Expenses Power Supply $3,393,027 Transmission 6,070 Distribution 1,289,217 Customer Service and Accounting Administrative and General Total O&M Expenses Capital Projects Funded From Rates Taxes Debt Service Total Revenue Requirement 351,304 1,120,173 $6,159,791 868,800 2,811 1,327,439 $8,356,030 Less: Other Revenues/Net (47,409) Net Revenue Requirement $8,311,432 Revenues at Current Rates $10,108,048 Total Potential Retail Rate Decrease -17.8% Proposed Retail Rate Decrease -10.0% The revenue requirement for 2015 was $10.1 million. The 2016 revenue requirement reflects savings of $1.8 million for the year. This savings is primarily related to the new power supply arrangements for BEC. These power cost savings will continue over the next several years. In addition, it is expected that savings in operations and A&G will occur over the next several years as the management agreement proceeds and costs stabilize. BEC Board Book February 2016 Page 77 Mr. Jim Webb February 15, 2016 Page 4 Cost of Service Study A cost of service analysis (COSA) is concerned with the equitable allocation of the revenue requirement to the various customer classes of service. As is standard procedure for cost of service analyses, the revenue requirement for BEC was functionalized, classified and allocated. Unlike most cost of service studies, costs were kept functionalized throughout the analysis which provides for greater transparency when reviewing results. A COSA study can be performed using embedded costs or marginal costs. Embedded costs generally reflect the actual costs incurred by the utility and closely track the costs kept in its accounting records. Marginal costs reflect the cost associated with adding a new customer, and are based on costs of facilities and services if incurred at the present time. This study uses an embedded COSA as its standard methodology. Generally there are two methodologies that can be used to classify distribution costs: 100 percent demand and minimum system. The 100 percent demand methodology assumes that the distribution system is built to meet the non-coincident peak. Therefore, distribution costs using this method are classified as 100 percent demand related. Under the minimum system approach, specific distribution costs are split between demand and customer. This approach reflects the philosophy that the system is in place in part because there are customers to serve throughout the service territory expanse, and that a minimally sized distribution system is needed to serve these customers even if they only use 1 kWh of energy per year. The concept follows that any costs associated with a system larger than this minimal size are due to the fact that customers “demand” a delivery quantity greater than the minimum unit of electricity and that therefore, those costs should be treated as demand related. Because the residential class tends to have a higher share of the number of customers as compared to the share of non-coincident peak, the minimum system methodology tends to allocate more costs to the residential class and customer charges tend to be higher than with the 100 percent demand methodology. Demand-vs-customer allocations for the minimum system case were derived using data from BEC and other Northwest public utilities. Given a number of assumptions, the results show that using present rates, BEC would be over-collecting revenues to meet allocation year costs. When examining the results, it is important to note that the inter-class cost allocation is based on load data estimates and usage pattern assumptions. Therefore, deviations of less than 10 percent from the cost of service typically do not warrant interclass rate modifications. BEC Board Book February 2016 Page 78 Mr. Jim Webb February 15, 2016 Page 5 CY 2016 results are summarized for the minimum system approach in Table 2 and for the 100 percent demand approach in Table 3. Table 2 Summary of Functionalized Cost of Service – CY 2016 Minimum System Approach Production Transmission Distribution Customer Direct Related Related Related Related Assignment Residential Net Revenue Requirement $2,726,446 $12,340 $1,483,379 $2,718,689 $0 $6,940,854 255,375 628 78,505 174,781 0 509,288 146,844 657 78,969 23,571 0 250,041 Industrial 82,473 131 77,118 1,310 0 161,031 Irrigation 147,579 0 230,421 72,217 0 450,217 $3,358,717 $13,756 Small Commercial Large Commercial TOTAL Residential Small Commercial Large Commercial $1,948,392 $2,990,567 $0 Table 3 Summary of Functionalized Cost of Service – CY 2016 100 Percent Demand Approach Production Transmission Distribution Customer Direct Related Related Related Related Assignment $8,311,432 Net Revenue Requirement $2,726,446 $12,340 $2,345,120 $1,646,719 $0 $6,730,625 255,375 628 124,111 105,865 0 485,979 146,844 657 124,845 20,075 0 292,420 Industrial 82,473 131 145,475 1,115 0 229,194 Irrigation 147,579 0 364,280 61,354 0 573,214 $3,358,717 $13,756 $3,103,831 $1,835,128 0 $8,311,432 TOTAL The results change based on the methodology used. Under the minimum system approach, higher costs are allocated to the residential and small commercial classes. The 100% demand approach allocates higher costs to the industrial and irrigation classes. Based on the costs allocated in the COSA and the revenues at current rates for each class, revenue to cost ratios were also calculated. Table 4 shows the revenue to cost ratios by class, adjusted so that the total revenues equal the total costs overall. BEC Board Book February 2016 Page 79 Mr. Jim Webb February 15, 2016 Page 6 Table 4 Summary of Revenues and Costs – CY 2016 Minimum System Approach Revenues at Current Rates Net Revenue Requirement Difference Revenue to Cost Ratio Adjusted Revenue to Cost Ratio $8,346,459 $6,940,854 $1405,605 120.3% 98.9% 760,683 509,288 251,395 149.4% 122.8% 352,442 250,041 102,400 141.0% 115.9% Industrial 205,037 161,031 44,005 127.3% 104.7% Irrigation 443,427 450,217 -6,790 98.5% 81.0% $8,311,432 $1,796,616 121.6% Table 5 Summary of Revenues and Costs – CY 2016 100 Percent Demand Approach 100.0% Residential Small Commercial Large Commercial TOTAL $10,108,048 Revenues at Current Rates Net Revenue Requirement Difference Revenue to Cost Ratio Adjusted Revenue to Cost Ratio $8,346,459 $6,730,625 $1,615,834 124.0 102.0% 760,683 485,979 274,704 156.5 128.7% 352,442 292,420 60,022 120.5 99.1% Industrial 205,037 229,194 -24,157 89.5 73.6% Irrigation 443,427 573,214 -129,787 77.4 63.6% $10,108,048 $8,311,432 $1,796,616 121.6% 100.0% Residential Small Commercial Large Commercial TOTAL When looking at the revenue to cost ratios it is important to reflect the uncertainty inherent in any COSA due to methodology approaches and uncertainty in the load data used to allocate costs. For that reason a range of 90% to 110% is typically used to measure whether customer classes are paying an appropriate share of costs. Based on the results under both methodologies, the residential class is near 100% and should receive the average 10% rate decrease. The small commercial class is paying above 110% in both cases and should receive a greater than average rate decrease if BEC wishes to make adjustments between classes. For the Large Commercial and Industrial classes, customers are paying too much under the minimum system approach and too little under the 100% demand approach. For that reason it is recommended that these two classes receive the average 10% rate decrease. Finally, the Irrigation class is underpaying in both cases and should receive less than the full 10% decrease if BEC wants to make interclass adjustments. BEC Board Book February 2016 Page 80 Mr. Jim Webb February 15, 2016 Page 7 Note that these findings are similar to the results from the 2015 COSA. The two exceptions are that the Industrial and Irrigation classes are paying an amount closer to their allocated costs than before. For the Irrigation class, the COSA shows that they are still underpaying their cost of service. This is not an unexpected result due to the nature of the service. On the power supply side, the costs of purchased power do not differ based on season and so there is no benefit to Irrigators related to their summer usage. Power costs may have been more seasonal in the past, but BEC has changed its power supply source and rates are flat across all hours. Because they do not peak at the time of the annual peak for BEC they are not allocated any of the transmission-related costs, however, these costs are small for BEC. The issue is with the distribution costs. Distribution facilities are designed based on the maximum peak load that the customer might have throughout the year. For this reason the distribution costs are allocated on the basis of the non-coincident peak. The Irrigators receive a full allocation based on their annual peak loads that occur in the summer months. Unlike other classes, these distribution costs must be spread out over a 4-5 month period rather than the full 12-month period used by other types of customers. For that reason the COSA results show that their demand-related costs are more than double those of the other classes. However, the current rates for the Irrigation class have a demand charge that is the same as for the Large Commercial and Industrial classes and an energy rate that is lower than for all other classes. Because those rates do not line up with their costs, the results show that they are paying only 63-81% of their assigned costs. If the Irrigation class were to use electricity all year, their demand-related costs would be spread over a larger number of kW and the revenue to cost ratio would increase. Rate Design Rate design encompasses a multitude of considerations that often are somewhat removed from fundamental unit cost determinations. Issues such as appropriate price signals, potential impact of rate adjustments, ability to pay, intra-class subsidies etc., will ultimately influence the final approved rate structure. Output from the COSA analysis was designed to facilitate the development of rate designs. Unit cost determinations, by function, typically represent the starting point from which final rate design determinations can be developed. There are several options for achieving the desired 10% overall rate decrease for the utility. BEC Board Book February 2016 Page 81 Mr. Jim Webb February 15, 2016 Page 8 Option 1: 10% decrease for all customer classes Option 2: 10% decrease for Residential, Large Commercial and Industrial 12.7% decrease for Small Commercial Class 5% decrease for Irrigation Class Option 3: 10% decrease for Residential, Large Commercial and Industrial 15.2% decrease for Small Commercial Class 0% decrease for Irrigation Class Option 3 provides the best reflection of the COSA results. The utility will need to balance the COSA results along with other issues to determine the appropriate level of rate decrease for each customer class. Once the rate decrease by class is determined, specific rate designs can be developed. The utility could apply the rate decrease equally to all of the rate components (i.e. customer charge, demand charge, energy charge) or reduce just the energy charge, as was done in 2015. Recommendations Based on the projected revenue requirement and COSA analysis, the following recommendations for BEC have been developed by EES Consulting: Using current rates, BEC is collecting more than sufficient revenues compared to projected CY 2016 costs. A decrease of 10.0 percent is recommended for 2016. The utility needs to select the appropriate rate decrease for each customer class. Specific changes to the rate components can then be set to collect the appropriate total for each class. BEC Board Book February 2016 Page 82 Mr. Jim Webb February 15, 2016 Page 9 Summary I hope this letter report meets with your needs. Please feel free to contact me directly if you have any questions or comments. Very truly yours, Gary Saleba President BEC Board Book February 2016 Page 83 Beartooth Electric Cooperative, Inc. Proposed Rate Structure Option 1 Current Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.119426 0.064439 0.120194 0.075126 0.076326 Revenue 8,346,400 427,900 760,800 344,700 191,200 % Decrease -10.0% -10.0% -10.0% -10.0% -10.0% 10,071,000 Other revenues 44,800 Total revenues 10,115,800 Revenue Adjusted Decrease Revenues (834,640) 7,511,760 (42,790) 385,110 (76,080) 684,720 (34,470) 310,230 (19,120) 172,080 (1,007,100) 9,063,900 - 44,800 (1,007,100) 9,108,700 Proposed Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.103160 0.049642 0.105402 0.062778 0.065797 Revenue 7,511,757 385,111 684,719 310,229 172,081 9,063,897 Other revenues 44,800 Total revenues 9,108,697 Decrease in kWh Decrease in Charge Revenue 13.6% 10.0% 23.0% 10.0% 12.3% 10.0% 16.4% 10.0% 13.8% 10.0% 10.0% 10.0% Effect "Average" Bill Residential Irrigation Small Commercial Large Commercial Industrial Average kWh 775 4,306 1,207 12,928 151,292 Old 126.05 637.34 178.59 1,595.89 15,933.01 New 113.44 573.63 160.73 1,436.25 14,340.06 % Difference Difference 12.61 10.0% 63.71 10.0% 17.86 10.0% 159.64 10.0% 1,592.95 10.0% BEC Board Book February 2016 Page 84 Beartooth Electric Cooperative, Inc. Proposed Rate Structure Option 2 Current Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.119426 0.064439 0.120194 0.075126 0.076326 Revenue 8,346,400 427,900 760,800 344,700 191,200 % Decrease -10.0% -5.0% -12.7% -10.0% -10.0% 10,071,000 Other revenues 44,800 Total revenues 10,115,800 Revenue Adjusted Decrease Revenues (834,640) 7,511,760 (21,395) 406,505 (96,622) 664,178 (34,470) 310,230 (19,120) 172,080 (1,006,247) 9,064,753 - 44,800 (1,006,247) 9,109,553 Proposed Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.103160 0.057036 0.101408 0.062778 0.065797 Revenue 7,511,757 406,506 664,180 310,229 172,081 9,064,754 Other revenues 44,800 Total revenues 9,109,554 Decrease in kWh Decrease in Charge Revenue 13.6% 10.0% 11.5% 5.0% 15.6% 12.7% 16.4% 10.0% 13.8% 10.0% 10.0% 10.0% Effect "Average" Bill Residential Irrigation Small Commercial Large Commercial Industrial Average kWh 775 4,306 1,207 12,928 151,292 Old 126.05 637.34 178.59 1,595.89 15,933.01 New 113.44 605.47 155.91 1,436.25 14,340.06 % Difference Difference 12.61 10.0% 31.88 5.0% 22.68 12.7% 159.64 10.0% 1,592.95 10.0% BEC Board Book February 2016 Page 85 Beartooth Electric Cooperative, Inc. Proposed Rate Structure Option 3 Current Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.119426 0.064439 0.120194 0.075126 0.076326 Revenue 8,346,400 427,900 760,800 344,700 191,200 % Decrease -10.0% 0.0% -15.2% -10.0% -10.0% 10,071,000 Other revenues 44,800 Total revenues 10,115,800 Revenue Adjusted Decrease Revenues (834,640) 7,511,760 427,900 (115,642) 645,158 (34,470) 310,230 (19,120) 172,080 (1,003,872) 9,067,128 - 44,800 (1,003,872) 9,111,928 Proposed Rates Residential Irrigation Small Commercial Large Commercial Industrial Totals Avg Customers 5,518 56 355 18 1 kWh 51,313,700 2,893,500 5,142,300 2,792,500 1,815,500 5,948 63,957,500 Facility Charge 33.50 121.80 33.50 111.65 218.25 Demand Charge 12.40 12.40 12.40 Avg Demand 19.20 41.37 336.07 kWh Rate 0.103160 0.064439 0.097709 0.062778 0.065797 Revenue 7,511,757 427,927 645,158 310,229 172,081 9,067,152 Other revenues 44,800 Total revenues 9,111,952 Decrease in kWh Decrease in Charge Revenue 13.6% 10.0% 0.0% 0.0% 18.7% 15.2% 16.4% 10.0% 13.8% 10.0% 10.0% 10.0% Effect "Average" Bill Residential Irrigation Small Commercial Large Commercial Industrial Average kWh 775 4,306 1,207 12,928 151,292 Old 126.05 637.34 178.59 1,595.89 15,933.01 New 113.44 637.34 151.45 1,436.25 14,340.06 % Difference Difference 12.61 10.0% 0.0% 27.14 15.2% 159.64 10.0% 1,592.95 10.0% BEC Board Book February 2016 Page 86 Beartooth Electric Cooperative Timeline 2-12-16 February 1st week – RM sent out to members 4 – Hard deadline on articles to Kaaren for RM (Kaaren) 8 – Communication Committee Meeting Discuss communication strategy Discuss LVE/FREC potential consolidation Discuss BEC invitation to join the consolidation effort Discuss BEC as a standalone entity Discuss rate decrease strategy 9 – Proof of RM to Jim for approval (Kaaren) 11 – Final RM to MECA (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 16 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 17 – BEC Employee Meeting – update on consolidation efforts (Jim) 17 – Send all communications/releases to Jim for board packet as PDF (Randi) 17 – Send all communications report to Jim for board packet as PDF (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 18 – Monthly email blast #1 – board meeting notice (Randi) 19 – Post BEC board reports on website (Randi) 22 – BEC Board Members to attend FREC Board Meeting in Ashton, ID 22 – Irrigation customer meeting in Red Lodge – opportunity to discuss LVE/FREC consolidation 23 – BEC Board Meeting Review updated COSA Develop rate decrease strategy Discuss opportunity to join LVE/FREC consolidation Select BEC’s MECA Memorial Scholarship candidate Copies of all communication material and web posting in the communication report 24 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 24 – Post COSA, minutes and financial statements to website (Randi) 24 – Develop billing message on rate decrease (Kaaren) 24 – Develop press release – rate decrease (Randi) 25 – Press release to Jim for approval – rate decrease (Randi) 25 – Billing message to Jim for approval (Kaaren) 25 – Send email blast proof to Jim for approval (Randi) 25 – Lower Valley Board Meeting 26 – Monthly email blast #2, board meeting highlights (Randi) 26 – Press release on rate decrease (Randi) 29 – Topics for RM including announcement of the change to a news letter – send out to authors (Jim) COSA Rate Decrease Consolidation study March BEC Board Book February 2016 Page 87 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 3 – Hard deadline on articles to Kaaren for RM (Kaaren) 8 – RM proof to Jim for approval (Kaaren) 9 – BEC Employee Meeting – update on consolidation efforts and BEC rate decrease 10 – Final RM to Meca (Kaaren) 12 – Post article about LVE/FREC potential consolidation to the BEC website 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 22 – Risk Management Committee – Review EES study and LVE comparison (Jim) 22 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 23 – Send all communications/releases to Jim for board packet as PDF (Randi) 23 – Send all communications report to Jim for board packet as PDF (Kaaren) 24 – Monthly email blast #1 – board meeting notice (Randi) 25 – Post BEC board reports on website (Randi) 29 – BEC Board Meeting Review EES study on a LVE/FREC/BEC consolidation Review financial comparison of BEC with and without LVE Discuss what other information is needed for BEC to decide whether or not to participate in consolidation 30 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 30 – Post EES study, minutes, financial statements to website 30 – Develop billing message on rate decrease (Kaaren) 30 – Develop press release – ?? (Randi) 31 – Press release to Jim for approval – ?? (Randi) 31 – Billing message to Jim for approval (Kaaren) 31 – Send email blast proof to Jim for approval (Randi) 31 – Board Meeting notice – Monthly email blast #2 31 – Set topics for next RM and send out to authors (Jim) BEC Achievement Scholarship winners April 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Press release on ?? (Randi) 1 – Monthly email blast #2, board meeting highlights (Randi) 4 – Communication Committee meeting agenda sent out (Jim) 6 – Communication Committee conference call 7 – BEC Employee Meeting – update on consolidation efforts 7 – Hard deadline on articles to Kaaren for RM (Kaaren) 12 – RM proof to Jim for approval (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 14 – Final RM to Meca (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) BEC Board Book February 2016 Page 88 19 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 20 – Send all communications/releases to Jim for board packet as PDF (Randi) 20 – Send all communications report to Jim for board packet as PDF (Kaaren) 21 – Monthly email blast #1 – board meeting notice (Randi) 22 – Post BEC board reports on website (Randi) 26 – BEC Board Meeting Make decision on joining the consolidation Develop language for consolidation ballot Trustee ballot Finalize Trustee nomination form Select electronic ballot vendor Create Trustee presentation of BEC scholarship calendar 27 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 27 – Post minutes, financial statements to website 27 – Develop billing message on rate decrease (Kaaren) 27 – Develop press release – ?? (Randi) 28 – Press release to Jim for approval – ?? (Randi) 28 – Billing message to Jim for approval (Kaaren) 28 – Send email blast proof to Jim for approval (Jim) 28 – LVE Board Meeting 29 – Press release on ?? (Randi) 29 – Monthly email blast #2, board meeting highlights (Randi) 29 – News release about decision whether or not to participate in consolidation effort 29 – Set topics for next RM and send out to authors (Jim) May 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Set topics for next RM 2016 Trustee nominations 5 – Hard deadline on articles to Kaaren for RM (Kaaren) 10 – RM proof to Jim for approval (Kaaren) 12 – Final RM to Meca (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 17 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 18 – Send bill stuffer to NISC to print (Kaaren) 18 – Send all communications/releases to Jim for board packet as PDF (Randi) 18 – Send all communications report to Jim for board packet as PDF (Kaaren) 19 – Monthly email blast #1 – board meeting notice (Randi) 20 – Post BEC board reports on website (Randi) 24 – BEC Board Meeting 25 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 25 – Post minutes, financial statements to website 25 – Develop billing message on rate decrease (Kaaren) 25 – Develop press release – ?? (Randi) BEC Board Book February 2016 Page 89 26 – Press release to Jim for approval – ?? (Randi) 26 – Billing message to Jim for approval (Kaaren) 26 – Send email blast proof to Jim for approval (Randi) 26 – News release – schedule of town hall meetings and voting process 26 – Press release on ?? (Randi) 27 – Monthly email blast #2, board meeting highlights (Randi) 31 – Set topics for next RM and send out to authors (Jim) 31 – Communication Committee meeting agenda sent out (Jim) June 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 2 – Communication Committee conference call 2 – Hard deadline on articles to Kaaren for RM (Kaaren) 7 – RM proof to Jim for approval (Kaaren) 9 – Final RM to Meca (Kaaren) 10 – 17 Youth tour Washington DC 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 14 – Develop all talking points/powerpoint (Brian) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 21 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 21 – Send town hall plan to Jim for edits/approval (Brian) 22 – Send all communications/releases to Jim for board packet as PDF (Randi) 22 – Send all communications report to Jim for board packet as PDF (Kaaren) 23 – Monthly email blast #1 – board meeting notice (Randi) 23 – Newspaper Ads?? 24 – Post BEC board reports on website (Randi) 26 – Finalize town hall presentation (Brian) 28 – BEC Board Meeting 28 – Town Hall Meeting – A 29 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 29 – Post minutes, financial statements to website 29 – BEC Employee Meeting – update on consolidation efforts 29 – Town Hall Meeting – B 29 – Develop billing message on rate decrease (Kaaren) 29 – Develop press release – ?? (Randi) 30 – Press release to Jim for approval – ?? (Randi) 30 – Billing message to Jim for approval (Kaaren) 30 – Send email blast proof to Jim for approval (Randi) 30 – Set topics for next RM and send out to authors (Jim) July 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Press release on ?? (Randi) 1 – Monthly email blast #2, board meeting highlights (Randi) BEC Board Book February 2016 Page 90 7 – Hard deadline on articles to Kaaren for RM (Kaaren) 12 – RM proof to Jim for approval (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 14 – Final RM to Meca (Kaaren) 14 – Newspaper Ads ?? 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 19 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 20 – Send all communications/releases to Jim for board packet as PDF (Randi) 20 – Send all communications report to Jim for board packet as PDF (Kaaren) 21 – Monthly email blast #1 – board meeting notice (Randi) 22 – Post BEC board reports on website (Randi) 25 – Town Hall Meeting - C 26 – BEC Board Meeting Annual Meeting Agenda draft review Annual Meeting handouts determination Annual Meeting presentation development 26 – Town Hall Meeting - D 27 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 27 – Post minutes, financial statements to website 27 – BEC Employee Meeting – update on consolidation efforts 27 – Develop billing message on rate decrease (Kaaren) 27 – Develop press release – ?? (Randi) 28 – Press release to Jim for approval – ?? (Randi) 28 – Billing message to Jim for approval (Kaaren) 28 – Send email blast proof to Jim for approval (Randi) 28 – News release 28 – Communication Committee meeting agenda sent out (Jim) 29 – Press release on ?? (Randi) 29 – Monthly email blast #2, board meeting highlights (Randi) 29 – Set topics for next RM and send out to authors (Jim) August 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Communication Committee conference call 4 – Hard deadline on articles to Kaaren for RM (Kaaren) 5 – BEC Trustee nomination deadline 9 – RM proof to Jim for approval (Kaaren) 11 – Final RM to Meca (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 17 – Newspaper Ads?? 23 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 24 – Send all communications/releases to Jim for board packet as PDF (Randi) BEC Board Book February 2016 Page 91 24 – Send all communications report to Jim for board packet as PDF (Kaaren) 25 – Monthly email blast #1 – board meeting notice (Randi) 26 – Post BEC board reports on website (Randi) 29 – Town Hall Meeting - E 30 – BEC Board Meeting 30 – Town Hall Meeting – F 31 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 31 – Post minutes, financial statements to website 31 – Mail ballots 31 – Set topics for next RM and send out to authors (Jim) 31 – Develop billing message on rate decrease (Kaaren) 31 – Develop press release – ?? (Randi) September 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Billing message to Jim for approval (Kaaren) 1 – Press release to Jim for approval – ?? (Randi) 1 – Send email blast proof to Jim for approval (Randi) 1 – Hard deadline on articles to Kaaren for RM (Kaaren) 1 – Legal announcement BEC Annual Meeting CCN, SCN, Powell Tribune 2 – Monthly email blast #2, board meeting highlights (Randi) 2 – Press release on ?? (Randi) 6 – RM proof to Jim for approval (Kaaren) 8 – Final RM to Meca (Kaaren) 8 – Newspaper Ads?? 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 14 – Board names Elections and Credentials Committee 15 – Send bill stuffer to Jim for approval (Kaaren) 15 – Newspaper Ads?? 16 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 18 – Send bill stuffer to NISC to print (Kaaren) 18 – Send all communications/releases to Jim for board packet as PDF (Randi) 18 – Send all communications report to Jim for board packet as PDF (Kaaren) 19 – Monthly email blast #1 – board meeting notice (Randi) 20 – Post BEC board reports on website (Randi) 22 – Newspaper Ads?? 23 – Annual Meeting set-up 24 – BEC Annual Meeting 24 – Board Special Meeting 25 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 25 – Develop billing message on rate decrease (Kaaren) 26 – Billing message to Jim for approval (Kaaren) 26 – Send email blast proof to Jim for approval (Randi) 27 – Press release on ?? (Randi) 27 – Monthly email blast #2, board meeting highlights (Randi) BEC Board Book February 2016 Page 92 30 – Youth Tour application open 30 – Set topics for next RM and send out to authors (Jim) October 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 3 – Communication Committee meeting agenda sent out (Jim) 5 – Communication Committee conference call 6 – Hard deadline on articles to Kaaren for RM (Kaaren) 11 – RM proof to Jim for approval (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Final RM to Meca (Kaaren) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 17 – MECA Memorial Scholarship application open 17 – BEC Achievement Scholarship applications open 18 – Send bill stuffer to NISC to print (Kaaren) 18 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 19 – Send all communications/releases to Jim for board packet as PDF (Randi) 19 – Send all communications report to Jim for board packet as PDF (Kaaren) 20 – Monthly email blast #1 – board meeting notice (Randi) 21 – Post BEC board reports on website (Randi) 25 – BEC Board Meeting 26 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 26 – Develop billing message on rate decrease (Kaaren) 26 – Develop press release – ?? (Randi) 27 – Press release to Jim for approval – ?? (Randi) 27 – Billing message to Jim for approval (Kaaren) 27 – Send email blast proof to Jim for approval (Randi) 28 – Press release on ?? (Randi) 28 – Monthly email blast #2, board meeting highlights (Randi) 31 – Set topics for next RM and send out to authors (Jim) November 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 3 – Hard deadline on articles to Kaaren for RM (Kaaren) 8 – RM proof to Jim for approval (Kaaren) 10 – Final RM to Meca (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 22 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 23 – Send all communications/releases to Jim for board packet as PDF (Randi) 23 – Send all communications report to Jim for board packet as PDF (Kaaren) 24 – Monthly email blast #1 – board meeting notice (Randi) 25 – Post BEC board reports on website (Randi) BEC Board Book February 2016 Page 93 29 – BEC Board Meeting 30 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 30 – Youth Tour application deadline 30 – Set topics for next RM and send out to authors (Jim) 30 – Develop billing message on rate decrease (Kaaren) 30 – Develop press release – ?? (Randi) December 1st week – RM sent out to members 1st week – bill stuffer newsletter sent with bills 1 – Billing message to Jim for approval (Kaaren) 1 – Press release to Jim for approval – ?? (Randi) 1 – Send email blast proof to Jim for approval (Randi) 1 – Hard deadline on articles to Kaaren for RM (Kaaren) 2 – Press release on ?? (Randi) 2 – Monthly email blast #2, board meeting highlights (Randi) 3 – Communication Committee meeting agenda sent out (Jim) 5 – Communication Committee conference call 6 – RM proof to Jim for approval (Kaaren) 8 – Final RM to Meca (Kaaren) 12 – Post RM to the BEC website (Randi) 13 – Develop bill stuffer – abbreviated 2-page with links to website (Kaaren) 15 – Send bill stuffer to Jim for approval (Kaaren) 18 – Send bill stuffer to NISC to print (Kaaren) 20 – Develop Monthly email blast #1 and send to Jim for approval (Randi) 21 – Send all communications/releases to Jim for board packet as PDF (Randi) 21 – Send all communications report to Jim for board packet as PDF (Kaaren) 22 – Monthly email blast #1 – board meeting notice (Randi) 23 – Post BEC board reports on website (Randi) 27 – BEC Board Meeting Select 2017 Youth Tour Candidates 28 – Distill board meeting, send to Jim for content approval and Randi to develop email blast #2 (Brian) 28 – Develop billing message on rate decrease (Kaaren) 28 – Develop press release – ?? (Randi) 29 – Press release to Jim for approval – ?? (Randi) 29 – Billing message to Jim for approval (Kaaren) 29 – Send email blast proof to Jim for approval (Randi) 29 – Approve email blast content (Jim) 30 – Monthly email blast #2, board meeting highlights (Randi) 30 – Set topics for next RM and send out to authors (Jim) BEC Board Book February 2016 Page 94 Beartooth Electric Cooperative Communications for Co-op Members: Options for 2016 Update February 5, 2016 Prepared for: Brian Tanabe, Communications/Marketing Manager Lower Valley Energy/Beartooth Electric Cooperative 307-739-6046 307-690-9415 briant@lvenergy.com Prepared by: Banik Communications Randi Szabo, Dan Perbil, Heather Burcham «Organization» «Address» «Address», «Address» «Address» T 406-454-3422 x 103 F «Phone» randi@banik.com BEC Board Book February 2016 Page 95 Communications Goals Increase the perception of competency and capable leadership of the LVE team Introduce the FREC team and the consolidation idea Communicate 10 company goals for improvement Build trust in the BEC Board of Trustees Continue to increase the perception of transparency and honesty Educate and inform: Prepare the membership for the next phase of evolution for the coop by creating awareness and educating members on the advantages and disadvantages of the options Remind membership that it’s THEIR decision Reinforce the understanding that the co-op is member-owned and members have a role in the oversight of their co-op’s stability and financial future Communications Objectives Increase Customer Satisfaction (as measured in the 2012 and 2015 Surveys) Increase the number of members who visit/get information from the website Increase the number of email subscribers Find additional ways to engage segments of the member audience Increase attendance at town meetings Beartooth Electric Cooperative Communications Options for 2016 Page 2 of 10 BEC Board Book February 2016 Page 96 Messages for 2016 Improvements to system – 10 goals Accomplishments that are benefitting members Detailed maintenance plan (proactive, surgical) Reduced costs (new budget, financial forecast, cost of service study) Stability (power supply for 7 years) Community generating policy established Rate decreases in Spring (10%) and Fall (5%) of 2016 (depending on various timetables) Messaging to be developed: Managing risks in a changing energy environment Advantages and disadvantages of consolidation Communications Vehicles Newsletters (6) – Now a 4-page color print insert in the billing statements (plus posting on the website) Website Billing Inserts Direct Mail Email BEC Member Automated Calls Annual Meeting in September 2016 Town Meetings Print Materials (fliers, leaflets for local distribution) Beartooth Electric Cooperative Communications Options for 2016 Page 3 of 10 BEC Board Book February 2016 Page 97 News Releases, Guest Editorials, Letters to the Editor Paid Advertising (newspaper, radio, online) Recruitment of activist members who will reach into their communities for two-way communication Communications Strategies and Tactics Provide value to the members Information that helps save money or make life easier has value to customers. In 2016, we need to increase the use of the website, email and other channels to provide content that is valuable. Our strategy will be to drive members to the website to obtain valuable information…and to make sure the website provides easy access to information they value. Information of value may include: Energy-saving tips and resources Safety messages Clean energy options appropriate for Beartooth customers Rates are what the members care about most—so helping them find ways to save money is of value. One existing tool to help save money is the Mobile App currently on the website. We can promote this app through other channels as a way to drive website traffic. Other tools or resources of similar value can be sought. Beartooth Electric Cooperative Communications Options for 2016 Page 4 of 10 BEC Board Book February 2016 Page 98 Position management for thought leadership in the industry Lower Valley Energy is known in the industry for innovation, excellent management, energy savings and low rates. The reputation and quality of the organization are assets that support our goal to build trust in the LVE management team. Knowledgeable forecasting and tips about industry trends, clean energy and conservation will be another way of providing value to the member Keep the website fresh and updated The website is the cooperative’s core publication and the best way to provide a repository of information as well as the most real-time updates. Although the newsletters will be more timely in 2016 (rather than a month old by the time members receive them, as the previous rural Montana pages), website content can be updated immediately at any time. The website should be frequently refreshed with new content, visuals and information that is of value to the visitor. We can use the appeal of say, new energy-saving tips or safety information, to drive people to the website. Update the look of the home page Beartooth Electric Cooperative Communications Options for 2016 Page 5 of 10 BEC Board Book February 2016 Page 99 Improve the process of monthly updates Add new safety content Add new energy-saving content Increase frequency of fresh materials, new visuals, etc. Monthly Updates The Committee Reports section of the website needs to be revamped and regularly updated. We’d like to have a section for each committee and upload their reports each month—as individual documents with a consistent look. Communicate following every board meeting Transparency from the board, involvement from the membership—all of our communications goals can be helped by planned and regular communications from the board following each regular and special meeting. The board makes decisions (and receives progress reports) at every meeting; these should be shared with the membership. Diligent website users can search “Board Minutes” to find out what happened at the meeting, but the information is neither very accessible nor interpreted for its significance. News release – we should determine the most newsworthy outcome of the meeting and share it with local news outlets, as well as on the website and through the subscriber email list Email blast Establish an umbrella theme for 2016 message strategy: the cooperative spirit Our members value independence and self-reliance…but they also understand what it means to work together and help a neighbor. Many of them remember the pioneer grit that helped settle the west—from their own family history. Let’s remind our members of the cooperative spirit that founded Beartooth and brought rural households, ranches and businesses into the 20th century. Now the spirit of cooperation means working together to find a smart, stable and reliable future in a changing world. The cooperative spirit was the solution to start with—and it still is today. Beartooth Electric Cooperative Communications Options for 2016 Page 6 of 10 BEC Board Book February 2016 Page 100 Establish a tagline or catchphrase for this brand strategy Start using the term member-owners; find ways to remind them of their ownership of the co-op Change the newsletter In order to be effective as an element of strategic communications, the newsletter should deliver messaging that is deliberate, planned and coordinated. The discontinuation of the Rural Montana pages is the opportunity to develop a new and better format to effectively communicate with members. Alert members that the change in format is coming Coordinate what the purpose, topics and authorship will be for each monthly issue in advance Better planning will allow for the use of more interesting graphics and photos Use best practices in copywriting and layout to optimize access to the information in the way that people read today Reinstate the “Beartooth Bulletin” When we need to communicate and important change or special opportunity, give it importance by making it a “bulletin” brief rather than saving it for a newsletter. The bulletins are a single attention-getting page inserted in the billing statement (or added to the email link). Direct mail oversize postcards There’s a reason political campaigns use this format—it works. Recipients don’t have to open a letter; they have a boldly crafted headline arrive in their hands like a portable billboard. This format is also highly cost-effective for bulk-mailings. Beartooth Electric Cooperative Communications Options for 2016 Page 7 of 10 BEC Board Book February 2016 Page 101 Support ways for trustees to share information within their communities Not all Beartooth members are reached through corporate email, meetings or the website. Fliers, email trees, and phone trees are among local communications that may be provided for distribution through the district representatives of the board. The board members are busy people, but if we craft general messages that are approved by the group, it may help the board members share information with their address books. Cultivate two-way conversation Two-way conversation with the membership is critical—and it should not be confined to one annual meeting. The Customer Satisfaction Survey is very valuable, but does not cover all topics or provide an ongoing insight into customer views. Social media both allow comments to learn what members are thinking. Beartooth should cultivate these and other methods for obtaining feedback. We can also renew promotion of the comment/questions-dedicated email that was introduced during the power supply negotiations in 2015. Prepare for the vote This is the bottom line for 2016 communications. The experience of other co-ops shows us that no matter how successful we are with the group communications, the final push will likely be a one-on-one campaign. Our work in 2016 should plan for, prepare and arm our advocates for this eventuality. Paid media placement Paid media placement should be used judiciously to support the cooperative’s objectives. For the older audience, weekly newspaper ads are recommended. • Carbon County News (Red Lodge) • Stillwater County News (Columbus) • Powell Tribune (Powell , Wyoming) Beartooth Electric Cooperative Communications Options for 2016 Page 8 of 10 BEC Board Book February 2016 Page 102 For younger adults, the more technologically connected of our audience segments, we recommend zip code-targeted web ads on the home pages for the Billings Gazette and Billings TV stations. Ads place through targeted Facebook ads and these media sites can costeffectively reach members in rural areas. Online media placement has the advantage of being targeted, but also highly measurable. It can be evaluated during the campaign and continually adjusted for optimum results. Radio in the rural markets is also an effective way to reach diverse audiences; lots of people are tuning in to The Mountain 99.3 FM out of Red Lodge. Expand the email list We need to try various methods to recruit subscriptions to the email list on the website. Incentivized sign-ups is one method. The sign-up should be consistently promoted in the newsletters and other communications. Regular communications conference calls A discussion specific to the organization’s communications activities should be held at least every other month. This regular meeting would provide an internal evaluation of the progress towards our objectives and needed adjustments in our on-going tactics. Bring in an expert Beartooth relies on some of the industry’s most trusted consultants…we should work harder to distill specific sound bytes from their recommendations to be shared with the membership. But there is also something to be said for the expertise of someone who does not have a stake in the discussion. The commentary of someone like Travis Kavulla or another public or high profile figure could be perceived as an objective and highly informed expert opinion. This has been Beartooth Electric Cooperative Communications Options for 2016 Page 9 of 10 BEC Board Book February 2016 Page 103 effective at Annual Meetings. LVE may have some ideas on industry experts who could provide comment: At the town hall meetings (a “headliner” – come and meet….) At a special board meeting (send out an invitation to members) Guest blog on the website Guest editorial for newspaper Web conference or webinar for members to join Find ways to introduce FREC and Bryan Case One of our challenges has been to build familiarity with the LVE management team among our members. Now we may have FREC to add to that challenge. Use more photos in communications Use fresh and frequent photos that show management interacting with members Beartooth Electric Cooperative Communications Options for 2016 Page 10 of 10 BEC Board Book February 2016 Page 104 SECRETARY OF STATE STATE OF MONTANA PO Box 202801 Helena, MT 59620-2801 ARTICLES OF INCORPORATION NONPROFIT PUBLIC BENEFIT CORPORATION 1. The name of the corporation shall be: BEARTOOTH ELECTRIC OPERATION ROUNDUP, INC. 2. The name and address of the corporation’s initial registered agent is: Beartooth Electric Cooperative, Inc. 1306 N Broadway Ave PO Box 1110 Red Lodge, MT 59068 3. The name and address of the incorporator is: Beartooth Electric Cooperative, Inc. 1306 N Broadway Ave PO Box 1110 Red Lodge, MT 59068 4. This corporation is a public benefit corporation without members. 5. This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under BEC Board Book February 2016 Page 105 section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. 6. I hereby swear, under penalty of law, including criminal prosecution, that the facts contained in this document are true. ________________________________ James R. Webb General Manager of Beartooth Electric Cooperative ________________________________ Date BEC Board Book February 2016 Page 106 BYLAWS OF BEARTOOTH ELECTRIC OPERATION ROUNDUP, INC. ARTICLE I – NAME OF ORGANIZATION The name of the Corporation shall be Beartooth Electric Operation Roundup, Inc., herein below referred to as “Corporation.” ARTICLE II – PURPOSE OF ORGANZIATION The purpose of the Corporation shall be the accumulation and disbursement of funds for charitable purposes in the service area of Beartooth Electric Cooperative, Inc. Upon dissolution of the Corporation, any remaining funds shall be distributed only for charitable purposes. ARTICLE III – FUNDING The Corporation shall be funded according to such rules and regulations as may be promulgated by the Board of Directors of Beartooth Electric Cooperative, Inc. and from any other source of funds available to the Corporation. ARTICLE IV – BOARD OF DIRECTORS The Corporation shall be administered by a Board of Directors made up of not less than four (4), and not more than seven (7), members. Board members shall live within the service territory of Beartooth Electric Cooperative, Inc. At the initial organizational meeting of the Board of Directors, the members of the Board shall by lot draw for terms of office of one (1), two (2) and three (3) years. Thereafter, the terms of office for each Board member shall be for a period of three (3) years. Board members may be reappointed to the Board at the end of their term. ARTICLE V – QUALIFICATIONS OF BOARD MEMBERSHIP A Board member of the Corporation shall be at least eighteen (18) years of age, a permanent resident of the Beartooth Electric Cooperative, Inc. service territory, and of good moral character. It shall not be necessary for members of the Board of Directors of the Corporation to be members of Beartooth Electric Cooperative, Inc. No person seeking or holding a seat on the Board of Directors of Beartooth Electric Cooperative, Inc. shall remain a member of the Corporation Board. ARTICLE VI – SELECTION OF BOARD OF DIRECTORS The initial Board of Directors shall be designated by the Board of Directors of Beartooth Electric Cooperative, Inc. Thereafter, when vacancies are to be filled or when terms expire, persons shall 1 BEC Board Book February 2016 Page 107 be named to their respective vacancies on the Board of Directors by a vote of the Board of Directors of Beartooth Electric Cooperative, Inc. The existing Board of Directors of the Corporation may make recommendations to the Board of Directors of Beartooth Electric Cooperative, Inc. for nominees for the Corporation Board. ARTICLE VII – COMPENSATION FOR DIRECTORS No Director shall receive compensation for serving on the Board of Directors of the Corporation. Such Board members may, however, be reimbursed for mileage and out of pocket expenses incurred while on the business of the Corporation when such business is sanctioned by the Board of Directors of the Corporation. ARTICLE VIII – MEETINGS OF THE BOARD OF DIRECTORS A. REGULAR MEETING: The Board of Directors shall not meet less than quarterly at a place designated by the Board. The Board of Directors may meet at such other times as they may deem at their discretion to be necessary. B. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chairman or by any three (3) Directors and it shall be thereupon the duty of the Secretary to cause a Notice of such meeting to be given as hereafter provided. The Chairman or Directors calling the meeting shall fix the time and place. C. NOTICE OF DIRECTORS MEETING: Written notice of the time and place of regular and special meetings of the Board of Directors shall be delivered to members of the Board not less than five (5) days prior thereto, either personally, by mail, or at the direction of the Secretary, and upon default in that duty by the Secretary, then by the Chairman or Directors calling for such meeting. ARTICLE IX – QUORUM A majority of the Board of Directors shall, unless otherwise designated in these Bylaws, constitute a quorum. In the event that less than a majority of the Board of Directors is present at any meeting, the majority of those Directors present may adjourn the meeting and designate a place and time for the next meeting. An act of the majority of the Board of Directors present at any meeting at which a quorum is present, and unless otherwise provided in these Bylaws, shall be the act of the Board of Directors of the Corporation. ARTICLE X – REMOVAL OF MEMBER OF BOARD Any member of the Board of Directors of the Corporation shall automatically cease to be a member of the Board if, and in the event, such member misses three (3) consecutive Regular Meetings as outlined in Section A of Article VIII of these Bylaws. Any members of the Board of Directors of the Corporation may be removed from the Board by a two-thirds (2/3) vote of the entire Board of Directors of the Corporation. 2 BEC Board Book February 2016 Page 108 ARTICLE XI – OFFICERS OF THE Corporation The officers of the Corporation shall be Chairman, Vice-Chairman, Secretary and Treasurer, and such other officers as may be determined by the Board from time to time. For the purposes of these Bylaws, the above four (4) officers shall constitute the Executive Committee of the Corporation. ARTICLE XII – ELECTION OF OFFICERS AND TERMS OF OFFICE The officers shall be elected annually by the Board of Directors at a meeting of the Board of Directors held on an annual basis after the initial organizational meeting. The terms of the officers shall be for one (1) year, however, nothing shall prevent and officer from being elected to consecutive terms of office. ARTICLE XIII – EX OFFICIO MEMBERS OF THE BOARD OF DIRECTORS The General Manager of Beartooth Electric Cooperative, Inc. shall be an ex officio member of the Board of Directors of the Corporation. ARTICLE XIV – POLICIES, RULES AND REGULATION The Board of Directors of the Corporation shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of InCorporation or these Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Corporation. ARTICLE XV – DUTIES OF OFFICERS A. CHAIRMAN: The Chairman shall be the principal executive officer of the Corporation and, unless otherwise determined by the Board of Directors, shall preside at all meetings of the Board of Directors and in general perform all the duties incidental to the office of Chairman and such other duties as my be prescribed by the Board of Directors from time to time. B. VICE-CHAIRMAN: In the absence of the Chairman, or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as form time to time may be assigned to him by the Board of Directors. C. SECRETARY: The Secretary shall be responsible for keeping of the minutes of the meetings of the members of the Board of Directors in one or more books provided for that purpose; be responsible for seeing that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all necessary documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the 3 BEC Board Book February 2016 Page 109 provisions of these Bylaws; have general charge of the books of the Corporation; be responsible for the keeping on file at all times a complete copy of the Articles of InCorporation and Bylaws of the Corporation containing all amendments thereto; and, in general, perform all duties incidental to the office of the Secretary and such other duties as from time to time may be assigned to him by the Board of Directors. D. TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; be responsible for the receipt of and the issuance of receipts for monies due and payable to the Corporation from any source whatsoever, and for the deposit of all such monies in the name of the Corporation in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. ARTICLE XVI – CHECK SIGINING Any and all checks issued by the Corporation, for any purpose, shall be signed by two (2) officers or one (1) officer and one (1) such other person or two (2) such other persons as may be designated by the Board of Directors as having check signing authority. ARTICLE XVII – DISBURSEMENT OF FUNDS Except as otherwise provided in theses Bylaws, the Board of Directors of the Corporation shall have the full and sole responsibility for the disbursement of all monies of the Corporation in accordance with these Bylaws and the policies as adopted by the Board of Directors. Primary priority in the disbursement of funds shall be energy assistance. Other charitable assistance for food, shelter, clothing, health needs and education shall be based on the availability of funds. Prior to consideration by the Board of Directors of the Corporation of any disbursement, member(s) of the Board of Directors of the Corporation shall disclose and explain any personal and/or business interest, connection, kinship, or other association he or she has with the person, family, group, Corporation or other entity under consideration for funding by the Corporation. Such member shall, if requested by the Chairman or any three (3) members of the Board of Directors of the Corporation, excuse himself from the meeting and not participate in the discussion of or voting on the disbursement. If no request is made that the interested director excuse himself or herself form the meeting, then and in that event, said director may participate in the discussion of the disbursement but shall not vote on the disbursement. ARTICLE XVIII – ACCUMULATION OF FUNDS 4 BEC Board Book February 2016 Page 110 The Corporation will receive funds transferred to it by Beartooth Electric Cooperative, Inc. The Corporation may also solicit and accept contributions from other sources as deemed appropriate by its Board of Directors. ARTICLE XIX – INVESTMENT OF FUNDS The Board of Directors of the Corporation shall be responsible for the funds entrusted to it and shall make such investment of said funds in a manner which is reasonable and prudent and in keeping with these Bylaws and the polices of the Corporation. ARTICLE XX – AMENDMENT OF BYLAWS The Bylaws may be altered, amended, or repealed by the Board of Directors of Beartooth Electric Cooperative, Inc. at any regular meeting of said Board after at least ten (10) days notice. The Board of Directors of the Corporation may make advisory recommendations to the Board of Directors of Beartooth Electric Cooperative, Inc. ARTICLE XXI – ACCOUNTING SYSTEM & REPORTS The Board of Directors of the Corporation shall cause to be established and maintained a complete accounting system that is in keeping with sound financial management and further more the Board of Directors of the Corporation shall make reports to the Board of Directors of Beartooth Electric Cooperative, Inc. on the operation and expenditures of the Corporation as may be necessary and prudent, but in no case less than annually. ARTICLE XXII – POLITICAL CONTRIBUTIONS No funds of the Corporation shall in any fashion be used to support any candidate for political office or for any political purpose. ARTICLE XXIII – BORROWING FUNDS The Corporation shall NOT have any authority to borrow monies from any bank, savings and loan or other institution for any purpose. ARTICLE XXIV – EMERGENCY EXPENDITURE The Executive Committee of the Corporation by a vote of at least three (3) of its members may from time to time make expenditures on an emergency basis, in accordance with these Bylaws, and policies adopted by the Board of Directors of the Corporation, and in accordance with the purpose of this Corporation in an amount not exceeding one-thousand dollars ($1,000.00) to any person, family, group or organization. Such emergency expenditures shall be fully disclosed by the Executive Committee at the next regularly called meeting of the Board of Directors of the Corporation. ARTICLE XXV – AMOUNT OF EXPENDITURES 5 BEC Board Book February 2016 Page 111 Unless otherwise provided in these Bylaws, and in keeping with the purpose of the Corporation, the Board of Directors of Corporation may make annual expenditures of Corporation funds by majority vote of members present at a meeting and constituting a quorum according to the following rules: A. Not more than two-thousand-five-hundred dollars ($2,500.00), annually to any individual. B. Not more than ten-thousand dollars ($10,000.00) annually to any family unit, group, organization, charity or like organization. ARTICLE XXVI – EXPENDITURES EXCEEDING TEN THOUSAND DOLLARS Notwithstanding any other provision of these Bylaws, the Board of Directors of the Corporation may, by a two-thirds (2/3) vote of the entire Board of Directors make expenditures in any amount to any person(s), family unit, group, organization, charity or like organization which such members determine is in keeping with the purpose and spirit of the Corporation and these Bylaws. ARTICLE XXVII – PROXY VOTING Proxy voting at any meeting of the Board of Directors of the Corporation is not allowed. ARTICLE XXVIII – AUDIT On an annual basis the firm retained by Beartooth Electric Cooperative, Inc. will perform an audit of the books and records of the Corporation and make a report to the Board of Directors of the Corporation and the Board of Directors of Beartooth Electric Cooperative, Inc. ARTICLE XXIX – FISCAL YEAR The Fiscal Year of the Corporation shall commence on the first day of January of each calendar year and end on the 31st of December of each calendar year. ADOPTED: INSERT DATE 6 BEC Board Book February 2016 Page 112 BEC Board Book February 2016 Page 113 BEC Board Book February 2016 Page 117 BEC Board Book February 2016 Page 118 BEC Board Book February 2016 Page 119 BEC Board Book February 2016 Page 120 BEC Board Book February 2016 Page 121 BEC Board Book February 2016 Page 122 BEC Board Book February 2016 Page 123 BEC Board Book February 2016 Page 124 BEC Board Book February 2016 Page 125 BEC Board Book February 2016 Page 126 BEC Board Book February 2016 Page 127 BEC Board Book February 2016 Page 128 BEC Board Book February 2016 Page 129 BEC Board Book February 2016 Page 130 BEC Board Book February 2016 Page 131 BEC Board Book February 2016 Page 132