2016 Annual Meeting Minutes

Minutes of the 77th Annual Meeting of Members
The Gathering Center at The Orchard
110 Snowmass Drive, Carbondale, CO

June 9, 2016

The 77th Annual Meeting of Members of Holy Cross Energy, a Colorado corporation (hereinafter called “Holy Cross”) was held at The Gathering Center at The Orchard, 110 Snowmass Drive, Carbondale, CO, in Garfield County, Colorado, commencing at 6:30 p.m. on Thursday, June 9, 2016.

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

The Annual Meeting of Members was called to order by the Chair, Megan M. Gilman at 6:30 p.m., and David C. Munk acted as Secretary. Ms. Gilman introduced the other members of the Board of Directors: Michael A. Glass, Lynn E. Dwyer, David C. Munk, Robert H. Gardner, Adam L. Palmer and Kristen N. Bertuglia.

The Chair introduced certain guests who were present: Geoff Heir, Director of Government Relations of Colorado Rural Electric Association; Tom Turnbull, former Director of Holy Cross Energy; Jim Sack, Wholesale Account Manager for Xcel Energy; Tim Kawakami, Wholesale Account Manager with Xcel Energy; Jeff Klein, Manager of Structured Purchases for Xcel Energy; Representative Diane Mitsch Bush, District 26 member of the Colorado House of Representatives, and Brian McCormick, President of the Board of Directors of United Power.

The Chair then introduced corporate legal counsel for Holy Cross, Randolph W. Starr, who announced that more than 120 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 Annual Meeting of Members.

Mr. Starr asked that the Chair 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 unanimously voted to waive the reading of the Minutes of the Annual Meeting of Members held on June 4, 2015, and the Minutes were approved by unanimous vote.

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.

Ms. Gilman then gave the Chair’s report to the Members.

The Chair then introduced Vice President – Finance, Mindy Tagler, who gave a financial report to the Members.

The Chair then introduced Vice President – Engineering, David Bleakley, who gave a report to the Members on the status of Holy Cross’s Enhanced Metering System (EMS).

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

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

Director Robert H. Gardner 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 7:55 p.m. At the conclusion of the meeting, a drawing for door prizes was held.

Printable PDF of the Annual Meeting Minutes for 2016

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