HCE Wind Energy Meeting Notes 9/07/08

Attending: Karin Busch, Gerry Chartier, Winnie Chartier, John Elberfeld, Sue Hawkes-Teeter, Nelson Kent, Gerry Lenseth, Kathy Moore, Amy Pokorny, Russ Pokorny, Carol Willsey, Warren Willsey

The meeting was called to order at 7:05 p.m. The purpose of the meeting was to discuss and determine organizational plans for the group.

Name: The group decided to adopt the name Helderberg Community Energy (HCE).

Mission Statement: The group decided on the following mission statement. It is specific to wind energy at this time, but it may be revised in the future. The mission of Helderberg Community Energy, LLC is to develop a locally owned wind project to address climate change and to strengthen our rural economy.

Statement of Purpose: The purpose/goal of Helderberg Community Energy, LLC is to develop a commercially viable, community owned renewable energy project to address climate change with local solutions while strengthening our rural economy in a way that is compatible with agriculture.

Organization and By Laws: Considerations for by laws and the roles of the membership, directors and the vice president were discussed.

  • By laws should specify the number of officers and directors.
  • Terms for officers should be established in the by laws.
  • The VP and the president will share oversight of the work of the committees.
  • The VP will conduct meetings in the absence of the president. Karin and Warren expressed interest in serving as vice president.
  • The directors will be elected by voting members. They could be assigned to research and consider specific aspects of the project.
  • Voting members will pay annual dues. Membership cards could be issued.
  • Membership criteria should be established. Support for the mission statement and purpose should be affirmed by members.
  • Members will have input. They will vote to elect directors. They will also vote on some decisions.
  • The by laws will specify the kinds of decisions that will be decided by the board and by the members. Financial and administrative issues may be decided differently from matters related to the direction of the organization. Votes could be accommodated by the secretary via email for some kinds of decisions if members/officers/directors are not able to attend some meetings.
  • A code of conduct for membership, including officers and directors could be specified in the by laws. The board could take action to address ethics violations or conflicts of interest.
  • Meetings will be open to the public. Input from the public will be accepted and considered.
  • Financial and other contributions should be accepted from the public, as distinguished from voting members of the group. Different levels of participation could be developed. A brochure should be created. Gerry will send a sample/template from another organization to Amy.
  • The group will meet the second and fourth Sunday of each month. Agendas will be published.

A membership meeting to elect a vice president and a board of directors will be announced by email. It will be held after the presentation of the business prospectus on September 21. Amy will send an email to attendees of earlier meetings to ask if they want to participate in or be members of Helderberg Community Energy, LLC.

Budget Items: These will be addressed in a separate meeting of the budget committee.

  • The budget committee will recommend fiscal policy.
  • The start of the fiscal year could be when the LLC is established.
  • 3 year or 5 year budgeting periods are common.
  • The amount of membership dues will be determined by the budget committee by estimate of costs for incorporation of the LLC and other budget items. We need by laws before we can collect dues.
  • By laws should specify the need for a checking account.
  • Annual filing fee for the LLC is at least $325, or $50 per number of members (4 officers and 3 directors would cost $350 in filing fees).
  • Legal notices in the Enterprise and another newspaper for 6 weeks will incur costs.
  • Total costs may be between $600 and $1,100 to set up the LLC.

Incorporation as an LLC:

  • A form from the State Department is used to create the LLC; articles of organization.
  • By laws are a written operating agreement that is defined within a 90 day period of the establishment of the LLC.
  • There can be tax costs for members of the LLC.
  • Positions rather than specific people can be named in the LLC.
  • What reports are required of LLCs in addition to annual filing of income taxes?
  • Karin is researching insurance policy options for the LLC and for the ownership entity that will be formed in the future.
  • The address for the LLC will be PO Box 236, Knox, NY 12107-0236.
  • Russ will be named as the “organizer.” Amy will be the “filed by” person.
  • Papers will be filed with the Department of State at the 6th floor, One Commerce Plaza in Albany.
  • Russ will find out how we establish a formal relationship (retainer?) with attorney Todd Mathes.
  • Legal notices in two local newspapers are required to spell out details of the LLC within 120 days of the filing.

Nelson made a motion to adjourn, Carol seconded and the motion carried. The meeting adjourned at 9:10 p.m.

Next meeting: September 21, 7 PM, octagon barn. The NYSERDA prospectus will be presented. A membership meeting will follow.