Meeting Minutes
Energy Resource Center
July 19, 2017
114 W. Rio Grande, Colorado Springs, Colorado
Board Members:
Present:Ann Nichols,Jack Johnson, Patricia Kelly,Dan Winter, Mark Marshall & Bill Leonard
Present on Phone: Peter Van Genderen & Marcia Kyral
Excused: Cory Smith & Herman Gallegos
Staff: Howard Brooks, Sandy Hale,Aaron MartinezCharlie Sanchez
Proceedings:
-The meeting was called to order at 4:00 p.m. by the Chair, Ms. Nichols
- Quorum was present.
-Ms. Kellymade a Motion to approve the May10,2017 minutes. The Motion was seconded by Mr. Marshall and approved unanimously.
Mission Moment:
- Mr. Brooks passed out pictures of a deteriorated furnace vent pipe that resulted in carbon monoxide poisoning of an 86 year-old client. ERC replaced the furnace and the vent pipe and most likely saved the client’s life.
Director’s Report:
General Information
- Mr. Brooks discussed the uncertainty of state and federal funding for the coming year. He noted that due to the Colorado severance tax being reinstatedERC can expect additional funding of up to $1M making ERC’s budget climb to over $9M for this fiscal year. He also noted that due to the funding increase ERC will need to hire additional employees. He further explained that as part of the ERC’s new contract with the Colorado Energy Office (CEO) ERC will pick up 3 additional counties;Kit Carson, Lincoln & Cheyenne.
- Mr. Brooks briefed that the lease in the Denver office is expiring and ERC will be renewing the lease for anotherfive years.
-Mr. Brooks then turned the meeting over to Mr. Martinezwho updated the Board on the I-70 Redevelopment project in Denver. Mr. Martinez gave the Board a brief overview and history of the project and stated that construction is scheduled to start around March 2018. He went on to say that ERC’s role in the project (approximately $600K) would be air sealing, adding attic insulation, installing storm windows and providing window A/C units for approximately 300 units. He noted that ERC’s portion of the work needs to be complete before construction starts. He also noted that ERC would partner with other groups such as Denver Mile High Youth Corps, Groundwork Denver and Denver Urban Renewal Authorityto accomplish the project. ERC’s fee-for-profit branch will be doing the work.
Production
-ERC finished at 98% of its production goal for the State over 8% of CEO’s required production goal of 90%.
Finances
- Mr. Brooks noted the fiscal year finances are “well on track with the budget for the year”.He said that the 2017 fiscal year was a “good year” considering ERC took a $2M hit at the beginning of the year.
Old Business:
Strategic Priorities Review andApproval
-Mr. Brooks suggested that the draft Strategic Profile sent out with the agenda be approved with only the recommendations (not comments) being included. Ms. Kelly suggested that in the second bullet under Present Opportunities “getting” be replaced with “gaining”.A suggestion was made to include a bullet on the inadequate Alamosa office in the Threats and Obstacles to our futuresection. A Motion to approve the draft StrategicProfile without comments and with the additional recommendations the Board discussed was made by Mr. Winter, seconded by Ms. Kelly and approved unanimously. The Final Approved Strategic Profile is at Atch 1.
By-Laws Review and Approval
- The Chair asked Ms. Kelly to discuss changes she recommended for the By-Laws. Ms. Kelly discussed the suggested changes and after discussion the following changes were proposed:
1) Article III, Section 5, Voting be changed to, “The Board of Directors shall carry out its actions by a simple majority vote, at any meeting, except as otherwise specifically provided in these by-laws.”
2) Article IV, Meetings add another paragraph (d.) to state, “A meeting shall be considered as properly held, by quorum, whether in person, by telephone or by electronic means. A record of every meeting shall be kept by the Chief Executive Officer.”
3) Article III, Section 10 change “may” to “shall” and “failure” to “absence” so the first sentence reads, “Any Board member shall be deemed to have vacated his/her elected board member position by unexcused absence to attend three consecutive regularly scheduled board meetings.A Motionto approve the changes was made by Ms. Kelly, seconded by Mr. Winter and approved unanimously. The Final Approved By-Laws are at Atch 2.
Entrepreneurial Task Force Update
- Mr. Brooks said that ERC is working to finalize the details on the financials for the purchase of the new company (Newco). He explained that Newco had to change their accounting records from a cash to an accrual system so it can be determined exactly how much cash the sellers will receive at closing and ERC can finalize its Letter of Intent.The team is also looking at how to structure the non-compete language that will go into the final documents. Despite of all the work that needs to be accomplished Mr. Brooks is still hopeful of a September closing. Mr. Van Genderen stated he was impressed with the seller’s and their commitment to the project. He also remarked that he felt comfortable ERC could take on this project due to the fact that the sellerswere staying on as managersand part owners of the company. Ms. Hale commented that there is discussion with the seller’s accountant to become the part-time CFO of the Newco. Mr. Brooks was asked about the seller having a seat on the Board of the company. Mr. Van Genderen stated as long as the seller is the CEO he will have a seat on the Board but whether he has a seat on the Board after he is no longer the CEO is still being negotiated. He also mentioned that the value of company is continuing to grow and he wouldn’t be surprised if the sellers might try and negotiate for a higher sales price.
Budget for 2018
- Mr. Brooks mentioned that the budget (Atch 3) he’s asking the Board to approve did not include the expected $1M increase from CEO. He asked the Board approve the current budgetand then approve an updated budget as needed. A Motionto approve the current budget was made by Mr. Marshall, seconded by Mr. Winter and approved unanimously.
Compensation Survey
- Mr. Brooks provided a brief history and background on the compensation studies provided by Mountain States (MS) and noted that in 2015 and 2016 ERC used the broad Colorado range salary adjustments. He noted that this year Mountain States provided a more detailed, in-depth study (Atch 4) and one of the recommendations was to use geographical differential for Denver. Mr. Brooks went on to say that ERC was losing workers in Denver due to the lower wages and ERC staff recommended that the geographical differential for Denver be implemented. He explained that the geographical differential for Alamosa would not be used and they would remain in the same pay range as Colorado Springs. In response to a question from Ms. Kelly, Mr. Brooks will get verification from the MS lawyers on whether it’s legal for ERC to implement the geographical differential pay for Denver. (Action Item 9/2017). Additionally, the Chair asked Mr. Brooks to provide 2 sets of salary ranges (one for Colorado Springs and Alamosa and one for Denver) with the applicable job classifications so the Board could see the differences. (Action Item 10/2017). Discussion followed including; the pay rates of workers from Alamosa and Colorado Springs when they work in Denver, having Spanish speaking crews, using hiring bonuses for new workers, the number of new crews that would be needed, using contractor support, whether the 4.2% raise for Denver would be sufficient, etc. Mr. Martinez stated that with the geographical differential and pay raises the starting pay for a new employee in Denver would increase approximately 1.00/hr. After discussion a Motion to approve the MS salary ranges for Colorado Springs, Alamosa and Denver and provide the 4.2% geographical differential for Denver in addition to the salary increase was made by Ms. Kelly, seconded by Mr. Johnson and approved unanimously.
- The Chair then stated that the Board would also need to approve Mr. Brooks’s salary and suggested that it be done via e-mail. (Note: subsequent to the meeting the Board unanimously approved an 8% increase for Mr. Brooks. (Atch 5))
New Business:
Board Term Renewal
-The Chair noted that her term as a Board member had expired and it needed to be renewed. Ms. Kelly made a Motion to amend the agenda to include the renewal of Ms. Nichols term and to approve Ms. Nichols new 2-year term as a Board member retroactively. The Motion was seconded by Mr. Marshall and approved unanimously.
Board Time with the Director:
- A question was asked concerning the status of the building in Alamosa. Mr. Sanchez explained that he has had a conversation with the mechanic who has a business in the same building as ERC. The mechanic has purchased some land and would like to move his business on that property. Mr. Sanchez initial thought is to partner with the mechanic and build a new building on the mechanic’s land. More discussion to follow.
- Mr. Sanchez provided a brief story on how ERC’s work with San Luis Valley Rural ElectricCooperative (SLVREC) had resulted in positive feedback from SLVREC’s clients on the weatherization work ERC had done. He said that due to ERC’s documentation, notes and pictures SLVREC may replace a family’s inadequate trailer with a new home.
Adjournment:
There being no further business, the meeting was adjourned at 5:00 Mountain Daylight Time.
Next Meeting:
-Will be held at the Colorado Springs office on 20September 2017 at 4:00 PAM.
Respectfully submitted,
Attachments:
1. Approved Strategic Profile
2.Approved By-Laws
3. Approved Budget
4. Mountain States Study
5. Approved Pay Increase for CEO
6.Member Terms
7. Tasking Tracker
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