2013 Annual Meeting Minutes

Minutes of Annual Meeting of Members
Donovan Pavilion in Vail, Colorado

May 31, 2013

The Annual Meeting of Members of Holy Cross Energy, a Colorado corporation (hereinafter called “Holy Cross”) was held at the Donovan Pavilion at 1600 South Frontage Road, Vail, Eagle County, Colorado, commencing at 6:30 p.m. on Friday, May 31, 2013.

Prior to the commencement of the meeting, a dinner buffet was served.

The Annual Meeting of Members was called to order by the President, Michael A. Glass, and Lynn E. Dwyer acted as Secretary. Mr. Glass introduced the other members of the Board of Directors: David C. Munk, Lynn E. Dwyer, Robert H. Gardner, Adam L. Palmer, Megan M. Gilman and Kristen Bertuglia.

The President introduced certain guests who were present: Mike Prom, CEO of Western United Electric Supply Corporation; Kent Singer, Executive Director of Colorado Rural Electric Association; Andy Glover, Vice President of CoBank; Jeffrey Klein, Manager of Wholesale Account Management for Xcel Energy; John Svensk, Wholesale Account Manager for Xcel Energy; Bob Bledsoe, Board President of Colorado Rural Electric Association; Liz Fiddes, Director of Member Services and Education of Colorado Rural Electric Association; Brian McCormick, Vice President of Board of Directors at United Power, Inc.; Tom Turnbull, former Director of Holy Cross Energy; Kevin Ritter, General Manager of San Miguel Power Association, Inc.; Bob Rankin, Colorado State Representative of District 57 and Diane Mitsch Bush, Colorado State Representative of District 26.

The President then introduced corporate legal counsel for Holy Cross, Randolph W. Starr, who announced that 57 Members of Holy Cross were present which constituted a quorum for the conduct of business under the Holy Cross Bylaws. Upon motion duly made and seconded, the Membership unanimously voted to waive the reading of the Proof of Service of the Notice of the Meeting.

Mr. Starr asked that the President direct that the Proof of Service of the Notice of the Annual Meeting of Members be annexed to the Minutes of the Meeting. The Proof of Service verified that the Notice of the Meeting was mailed out in a time that was sufficient for the purposes of the Meeting to all of the Members of Holy Cross, and that the Notice of Right to Nominate had been duly and regularly published. Upon motion duly made and seconded the Membership present unanimously voted to approve and waive the reading of the Minutes of the 2012 Annual Meeting.

Mr. Starr also announced that the terms of two of the Directors on the Board of Directors had expired, and that there was one seat in the Northern District up for election and one seat in the Southern District up for election. Mr. Starr announced that only one candidate submitted a petition for nomination to each seat and under the Bylaws of Holy Cross Mr. Starr declared that the unopposed candidate for each seat was elected. Those candidates were Michael A. Glass and David C. Munk.

Mr. Glass then gave the President’s report to the membership.

The President then introduced Chief Financial Officer Tim Charlton who gave a financial report to the Members.

The President then introduced Chief Executive Officer Del Worley who gave the CEO report to the Members.

The President, Chief Executive Officer, Board and Staff were then available to answer questions from the audience.

Director Adam L. Palmer gave a report on the Holy Cross Energy Round-Up Foundation and its distribution of funds.

There being no further business to come before the Members, the meeting was adjourned at 7:23 p.m. At the conclusion of the meeting, a drawing for door prizes was held.

Printable PDF of the Annual Meeting Minutes for 2013

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