20100406IPC to ICIP 1-10.pdf

LISA D. NORDSTROM
Lead Counsel
InordstromCfidahopower.com
April 5, 2010
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-10-04
NEEA Funding
Dear Ms. Jewell:
esIDA~POR~
An IDACORP Company
Enclosed for filing are an original and three (3) copies of Idaho Power Company's
Response to the First Production Request of the Industrial Customers of Idaho Power in
the above matter.
Very truly yours,
òtiå fJ. '1~
Lisa D. Nordstrom
LDN:csb
Enclosures
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
LISA D. NORDSTROM (ISB No. 5733)
BARTON L. KLINE (ISB No. 1526)
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
Inordstromcaidahopower.com
bklinecaidahopower.com
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
reF"'\,1' r:
2UiD APR -5 PM 4: 5 I
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT
APPLICATION OF IDAHO POWER
COMPANY AND THE NORTHWEST
ENERGY EFFICIENCY ALLIANCE FOR
AUTHORITY TO FUND ITS CONTINUED
PARTICIPATION IN THE NORTHWEST
ENERGY EFFICIENCY ALLIANCE
THROUGH THE ENERGY EFFICIENCY
RIDER.
)
) CASE NO. IPC-E-10-04
)
) IDAHO POWER COMPANY'S
) RESPONSE TO THE FIRST
) PRODUCTION REQUEST OF THE
) INDUSTRIAL CUSTOMERS OF
) IDAHO POWER
)
)
COMES NOW, Idaho Power Company ("Idaho Powet' or "the Company"), and in
response to the First Production of Request of the Industrial Customers of Idaho Power
dated March 15, 2010, herewith submits the following information:
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 1
REQUEST NO.1: How much is Idaho Power currently paying to NEEA on an
annual basis?
RESPONSE TO REQUEST NO.1: As shown in Appendix 1, page 123, of the
Demand-Side Management 2009 Annual Report, which Report can be found at
http://ww.idahopower.com/EnergyEffciencvJreports.cfm. Idaho Power Company's
2009 contractual obligation was $1,300,000. However, an annual credit and associated
interest reduced this 2009 expense to $968,263.
The response to this Request was prepared by Theresa Drake, Manager,
Customer Relations & Energy Efficiency, Idaho Power Company, in consultation with
Lisa D. Nordstrom, Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSETO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 2
REQUEST NO.2: How much are Schedule 19 customers in Idaho currently
paying into NEEA through Idaho Powets energy effciency rider? Please explain, and
provide supporting documentation.
RESPONSE TO REQUEST NO.2: Idaho Power Company funds its NEEA
contribution from the Idaho and Oregon Energy Effciency Riders. In 2009, Idaho
Schedule 19 customers contributed $2,589,008 or 9.88 percent to the Idaho Energy
Efficiency Rider ("Ridet'). The Idaho portion of the 2009 NEEA funding is $919,850, as
shown in Appendix 2, page 124, of the Demand-Side Management 2009 Annual Report,
which Report can be found at http://ww.idahopower.com/EnergyEffciency/reports.cfm.
If Idaho Power Company's NEEA funding was allocated based on the Rate 19
contribution to the Idaho Rider, the Schedule 19 customers would have contributed 9.88
percent or $90,914 towards the 2009 NEEA funding.
The response to this Request was prepared under the direction of Theresa
Drake, Manager, Customer Relations & Energy Effciency, Idaho Power Company, in
consultation with Lisa D. Nordstrom, Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 3
REQUEST NO.3: How much wil Schedule 19 customers pay into NEEA
through Idaho Powets energy effciency rider if the Commission grants the requested
approval in the Application in this docket? Please explain, and provide supporting
documentation.
RESPONSE TO REQUEST NO.3: In 2009, Idaho Schedule 19 customers
contributed $2,589,008 or 9.88 percent to the Idaho Energy Efficiency Rider. Idaho
Power Company's share of NEEA funding, if approved, is $3,304,560 annually, as
estimated by NEEA, and the Idaho jurisdictional share of this amount is $3,139,332. If
the percentage funding paid by Schedule 19 customers remained constant and this
funding was allocated based on the Schedule 19 Rider funding, they would pay
approximately $310,277. However, in 2009, Idaho Schedule 19 customers received
total incentives from the Custom Effciency program of $3,450,454, which is 33 percent
greater than their contributions to the Idaho Rider. That is, Schedule 19 customers
received direct incentive payments greater than the amount they contributed to the
Energy Effciency Rider, thus offsetting any allocated contribution they may have made
to the NEEA expense.
The response to this Request was prepared under the direction of Theresa
Drake, Manager, Customer Relations & Energy Effciency, Idaho Power Company, in
consultation with Lisa D. Nordstrom, Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 4
REQUEST NO.4: How do NEEA's efforts address energy efficiency and
demand side reductions at facilties of large power users, such as Schedule 19
customers in Idaho. Please explain, and provide supporting documentation.
RESPONSE TO REQUEST NO.4: NEEA's energy efficiency efforts provide
benefits to large power users, including Schedule 19 customers in Idaho in several
ways.
First, NEEA's effort to accelerate adoption of energy efficient products and
services in the Northwest reduces overall demand on the Northwest power system. At
the regional level, this reduced demand translates into lower prices at the market
trading points for energy, thus lowering costs for all utilties and their customers who buy
power from the market. For individual utilties, reduced demand on their power systems
translates into reduced need for purchases of power at market rates and/or reduced
need to build new generating plant capacity, both of which, historically, are significantly
more expensive than the cost of saving energy. By ilustration, NEEA's energy
efficiency efforts have helped the region secure more than 250 aMW1 at an average
cost of less than 2 cents/kWh.2 These are energy savings above and beyond local
utilty program savings. Savings directly reduce regional energy demand and,
consequently, cost to all Northwest power system users. Perhaps just as important is
the fact that NEEA's efforts are targeted at removing market barriers to energy
efficiency and creating sustained market change that enables energy savings to persist
into the future without further NEEA investment.
1 NEEA 2010-2014 Business Plan, p. 10.
2 On a Total Resource Cost basis.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 5
Second, NEEA has operated market transformation initiatives specifically
targeted at Northwest industrial customers, including Schedule 19 customers of Idaho
Power Company. The primary focus of NEA's industrial efforts over the last five years
has been the development and implementation of strategic energy management
practices with key industrial customer groups. Since 2005, NEEA has been working
directly with the Northwest Food Processing Association and its members, including a
number of Idaho Power Company Schedule 19 customers, to demonstrate and
implement these practices. NEEA has provided over $3 milion of funding for
implementation of strategic energy management to food processors across the region.
Idaho Power Company's food processors have been the recipient of approximately 30
percent of the total regional funding for these efforts, an amount approaching $900,000
by the end of 2009. Idaho Power Company's food processors account for 12 of the 17
Northwest companies engaged in NEEA's strategic energy management projects. As
market transformation efforts, these strategic energy management projects have been
focused on faciltating permanent changes in management structures at these
companies. Once these changes are in place, they provide both direct savings through
more efficient operations as well as a structured framework for more effective
engagement with Idaho Power Company's energy effciency programs. These efforts
are documented in the market-progress evaluation report included in Idaho Power
Company's Demand-Side Management 2009 Annual Report. 3
Lastly, Idaho Power Company industrial customers benefit from cross-cutting
technical support developed and supported by NEEA such as the Green Motors
3 The Demand-Side Management 2009 Annual Report. dated March 15, 2010, is located at
http://ww.idahopower.com/EnergyEfficiency/reports.cfm. See Supplement 2: Evaluation, NEEA Market
Effects Evaluation. Evaluation of the Industrial Effciency Allance, Market Progress Evaluation Report #5.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 6
program4 and Compressed Air Challenge training program. These efforts provide
technical solutions that support all industrial customers by advancing the market
delivery of energy effcient products and services and raising the level of expertise in
industrial plant staff through training and education. NEEA faciltates and supports a
wide range of such activities and coordinates with other national entities such as the
U.S. Department of Energy ("DOE") to bring these resources to the region. By
coordinating regional efforts, NEEA is able to leverage significant funding resources
from other sources such as DOE to provide additional benefis to the region and to
Idaho Power Company industrial customers.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
4 NEEA 2008 Annual Report. p. 6. at http://ww.nwallance.org/research/annualreport.aspx.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 7
REQUEST NO.5: How wil increasing funding for NEEA benefit Schedule 19
customers in Idaho? Please explain, and provide supporting documentation.
RESPONSE TO REQUEST NO.5: NEEA's increased 2010-2014 Business Plan
budget wil provide multiple benefits to large power users such as the Schedule 19
customers of Idaho Power Company. The new budget includes increased funding for
current operational areas and dedicated funding for new areas. Increases in NEEA's
market operations, including the industrial sector programs, are needed to keep up with
increased demand for existing services and to accommodate increased costs for
capturing energy effciency. Deeper, more intense efforts are required today to achieve
levels of savings that came at a lower cost during the previous 5 years. These new
efforts are described in the 2010-2014 Business Plan:
Based on key learnings from the 2005-2009 funding cycle, NEEA's
strategy for 2010-2014 addresses these region-wide barriers
through three integrated initiatives. Together, these initiatives
support NEEA's mission and work in tandem with the region's
stakeholders to create sustainable energy savings in the industrial
and agricultural sectors. The three initiatives are:
1. Collaborative Energy Strategies - This initiative
convenes and mobilzes executive management by leveraging
existing industry groups (trade associations, allances, geographic
clusters or government-led clusters) to set industry-wide energy
intensity reduction targets and create plans to achieve those
targets. Once plans are in place, the initiative fosters national,
regional, state, and local partnerships to support the industry group
in achieving short- and long-term energy objectives.
2. Strategic Energy Management (SEM) - This initiative
provides a framework for utilties and market players to support
companies in integrating energy management into their company
cultures, beginning with the executive suite and extending to the
shop floor. This framework institutionalizes a systemic, corporate-
wide approach to energy efficiency that enables companies to
manage energy as a controllable expense.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 8
3. Regional Coordination - This initiative focuses on
partnerships with regional stakeholders to develop energy efficient,
market-ready offerings that Northwest utilties can provide to their
industrial and agricultural customers.5
One new area funded with the increased NEEA budget is a dedicated effort in
emerging technologies to help ''fil the pipeline" with new effciency opportunities. The
2010-2014 Business Plan strategies in emerging technology include efficiency
opportunity discovery and assessment, confirmation through demonstrations or field
tests, market introductions such as pilot projects and market tests, and information
dissemination services.6 As an example, NEEA has committed to work with the Food
Processors Innovation Productivity Center to identify emerging technologies that would
be widely applicable for that industry. NEEA, through its Regional Emerging
Technology Advisory Committee, wil work collaboratively with others in the region to
maximize leverage of regional funding for emerging technolo~JY with out-of-region
funding from DOE, other regions, and the private sector. This collaboration wil allow
NEEA to also fund new emerging technologies that cut across industry, such as
compressed air, refrigeration, and pumping systems.
Another new area funded out of the increased budget is a "partner services"
component designed to support local energy efficiency programs, including Idaho
Power Company's industrial programs. A range of activities including information
services, events and trainings, and regional coordination wil be provided. Industrial
customers of Idaho Power Company wil benefit from these activities through enhanced
Idaho Power Company program offerings. As described in the 2010-2014 Business
5 NEEA 2010-2014 Business Plan, p. 35.
6 Id., pp. 44-45.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 9
Plan, the goal of these efforts is to "support utilties and other energy effciency
organizations.,,7 As a new area of focus for NEEA, the Business Plan describes how
these activities wil be shaped by Idaho Power Company and other funders. "NEEA wil
determine the specific services to be provided based on the needs and priorities of its
funders."s
Although the full scope of these activities has yet to be defined, the Business
Plan envisions the following types of activities and delivery mechanisms:
Information Services - Stakeholders clearly expressed the desire
fora 'clearinghouse' for energy efficiency information services.
Stakeholders mentioned a variety of topical areas they would
consider valuable, including information on best practices,
emerging technologies, a compendium of utilty marketing
communications, and many others. NEEA wil make information
available to stakeholders via web-based tools that are easily
accessible and that allow stakeholders to provide content to their
customers. NEEA wil work closely with its partners to prioritize
information content, tools, and services that stakeholders find most
valuable.
Events and Training - In addition to delivering regional information
services, NEEA plans to host at least two annual regional
conferences or forums on topics of interest to regional partners
(e.g. energy efficiency program best practices, emergingtechnologies) that allow them to exchange information with
colleagues and industry experts. NEEA also plans to coordinate
two training events per year for energy efficiency program staff on
topics of interest to them (e.g. customer segmentation and program
marketing).
Partner Services Delivery - NEEA wil deliver partner services
through a variety of mechanisms that best suit the objectives of the
service. These mechanisms wil likely include (but are not limited
to):
Web site(s) - Stakeholders have expressed the desire for
a 'one-stop shop' for energy efficiency information.
7 Id., p. 50.
81d.. p. 50.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 10
NEEA envisions developing its web site to serve as portal
to a variety of information resources for energy effciency
programs. These resources wil likely include information
on best practices, emerging technologies, a database of
utilty energy efficiency program information (e.g., plans,
programs, program materials), customizable marketing
and information tools for customers, market
research/evaluations and key findings, building
characteristics databases (e.g., Commercial Building
Stock Assessment), standardized surveys/questionnaires
and methodologies, and links to available information
from NEEA partners.
In-person events - Although web-based information is
generally the most easily accessible and economical way
to share information, stakeholders value the opportunity
to interact in person with and with their counterparts at
other utilties in the region. Periodic in-person workshops'
and forums present an opportunity to share and discuss
ideas, and also allow the opportunity for in-depth
exploration and discussion of specific topics. NEEA
anticipates conducting or partnering on at least two in-
person events and per year.
Web-based events - While in periodic in-person events
offer the opportunity for valuable discussion and
networking, time and money constraints can make travel
diffcult or impossible. NEEA recognizes this reality, and
wil also make partner services accessible via web-based
events.
Circuit rider - NEEA has heard clearly from
stakeholders-particularly those located in areas remote
from the 1-5 corridor that they value direct contact with
NEEA staff. In response to this feedback, this business
plan includes funding for a 'circuit ridet who wil
periodically visit utilties throughout the region. This
person wil ensure that NEEA is able to more equitably
incorporate the interests of the entire region and that all
stakeholders are aware of NEEA's activities and how
they can potentially help them achieve their goals.9
The following activities wil be coordinated to support Idaho Power Company's
program efforts as stated in the Business Plan:
9 Id., p. 51.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 11
Partner Services Coordination
NEEA is committed to executing its partner services activities in a
way that avoids overlap with the activities of other energy efficiency
organizations; NEEA would not re-create or duplicate information
services or events that are already offered by other entities. The
process for identifying the most valuable information services and
avoiding duplication wil include:
1. Identify stakeholders' unmet needs, via regular
communication with NEEA expert committees, regional
forums, and utilty/energy effciency program staff
2. Identify already-existing resources that can be
leveraged/modified/extended to meet those needs (i.e.,
don't "re-invent the wheel')
3. Develop plans for new/modified/extended
services in coordination with stakeholders, to ensure that
those services complement-not duplicate or compete
with-services that are already offered or planned.
For example, if stakeholders were to identify the need for a
marketing toolkit for CFLs, and if BPA already plans to provide that
to its customers, NEEA would work in concert with BPA to figure
out the best way to make that resource available to all Northwest
utilties. NEEA would not duplicate or compete with that service.
Another example might be information on emerging technologies.
Several organizations track development of emerging technologies
(e.g. E-Source, EPRI). If stakeholders identify a need for this
information, NEEA wil first determine what already exists, and work
with stakeholders to identify the most effcient approach for making
the information they need accessible to them.1o
Finally, as a result of continued participation in NEEA, Idaho Power Company's
industrial customers wil benefit from reduced demand on the regional power system.
The 2010-2014 Business Plan goals include energy savings of an incremental 100
aMW.11 Idaho industrial customers wil also benefit from continued industrial focused
activities with new, dedicated resources for emerging technologies, and partner
10 Id.. pp. 51-52.
11 Id., p. 8.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 12
services. The 2010-2014 Business Plan, included in the Application in Case No. IPC-E-
10-4 as Attachment NO.2, outlines these activities in more detaiL.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 13
REQUEST NO.6: Please explain whether any other state Public Utilty
Commissions in the Northwest have approved NEEA's 2010-2014 business plan or its
increased funding discussed in the application in this docket.
RESPONSE TO REQUEST NO.6: In Oregon, the Energy Trust of Oregon's
("ETO") 2010 Budget and 2010-2011 Action Plan, which include the increased NEEA
funding, have been approved by their Board of Directors.12 Oregon Public Utilty
Commission representation on the ETO Board sits in an ex-officio capacity during the
discussion and approval of the budget.
In Washington, the 3 Investor Owned Utilties are in various stages of approval of
their current tariffs related to energy efficiency, all of which include NEEA's increased
funding as part of their ongoing effciency program budgets. In its March 25 meeting,
the WUTC approved Puget Sound Energy's application for increases in its energy
efficiency Tariff that includes funding for NEEA.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
12 http://energvtrust.org/library/meetings/board/091218ApprovedMinutes.pdf.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 14
REQUEST NO.7: Please explain why Idaho Power requires an independent,
third-part audit of NEEA's use of Idaho ratepayer funds collected through the energy
effciency rider (as discussed on page 14 of the Application in this docket). Please
include explanation of why in the Memorandum of Understanding submitted in Case No.
IPC-E-09-09 Idaho Power does not employ an independent, third-party to audit Idaho
Powets use of ratepayer funds collected through the energy efficiency rider. Please
explain this discrepancy.
RESPONSE TO REQUEST NO.7: NEEA is a multi-agency organization with 13
contributors. All contributors to NEEA and NEEA's Board of Directors collectively
require regular third-party audits of NEEA expenses. These audits offer comfort to
NEEA's funders that all expenses and management meet appropriate legal and ethical
standards. As demonstrated by Section 3, "Operational Effectiveness," and Section 4,
"Fiscal Prudence," the agreement with NEEA requires both an operational audit and a
financial audit.
Idaho Power Company and NEEA regularly use third-party accounting firms to
conduct financial audits of their respective operations. These audits are of financial
expenditures and are not impact, process, or cost-effective evaluations. The third-party
evaluations discussed in the Memorandum of Understanding ("MOU") are used to help
determine cost-effectiveness of specific demand-side management programs or
measures. They are inherently different than the audits required in the NEEA
agreement. The Operational Audit included in the NEEA agreement does not evaluate
cost-effectiveness of programs; it evaluates how well the organization's structure is at
making decisions and executing organization objectives.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 15
As a point of clarification, Idaho Power Company does employ third-part
program evaluators. Idaho Power Company uses third-part evaluators when
appropriate for a specific study or evaluation. For example, the list of studies and
evaluations completed by Idaho Power Company in 2008 and 2009 found in
Supplement 2 of the Demand-Side Management 2009 Annual Report, located at
http://ww.idahopower.com/EnergyEfficiencvJreports.cfm. shows 16 impact evaluations
or studies. Of these 16, 12 were conducted by third parties.
Additionally, Idaho Power stated in its Reply Comments in Case No. IPC-E-09-
09:
Third-party evaluations can offer considerable benefits by
identifying potential program refinements and testing savings
estimates, but their expense also diverts funds from acquiring more
energy efficiency resources. To get the most benefi from Energy
Effciency Rider funds, Idaho Power has sought independent third-
party evaluations only for programs where such evaluations
provided benefit to program administration. The Company does not
target a percentage of total program expenditures as suggested by
several parties; rather, it seeks to implement a comprehensive,
effective evaluation plan at the lowest cost.
In both the MOU and Attachment NO.1 submitted in Case No. IPC-E-09-09, Staff
and other parties agree the use of third-party evaluations is an important issue and that
their value is recognized. However, Idaho Power Company believes that the
requirement to always use third-party evaluations of each and every program may not
be the most prudent use of customer funds - particularly where an evaluation would not
provide information of value greater than the cost of the evaluation, or would be
duplicative of other studies.
The Idaho Public Utilties Commission is ultimately the "independent, third-party
to audit Idaho Power's use of ratepayer funds collected through the energy efficiency
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 16
rider." The Commission does this in conjunction with Commission Staff, which has the
abilty to audit program management, cost-effectiveness, utilty expenses, and energy
and demand savings in order to determine prudency.
The response to this Request was prepared under the direction of Theresa
Drake, Manager, Customer Relations & Energy Efficiency, Idaho Power Company, in
consultation with Lisa D. Nordstrom, Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 17
REQUEST NO.8: How are ratepayers represented on the NEEA board?
RESPONSE TO REQUEST NO.8: NEEA's Board of Directors includes
representatives from direct funding utilties, states, and the public interest. Each utilty
member is subject to oversight and review by either public utilty commissions or public
boards that approve the use of ratepayer funds to support NEEA activities. State
representatives are appointed by the governors of the 4 states and as such are
representative of the interests of the electorates of those states. A public interest
representative on the Board is intended to represent the broad public interest, which, by
definition, includes ratepayers. As a voluntarily funded organization, NEEA and the
organizations which fund it have a deep and constant responsibilty to represent the
broad interests of ratepayers across the region.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 18
REQUEST NO.9: Please provide the minutes of NEEA board meetings for the
last 12 months.
RESPONSE TO REQUEST NO.9: Please see the attached minutes of NEEA
Board meetings for the last 12 months.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 19
REQUEST NO. 10: How is the NEEA board organized and how are board
members selected?
RESPONSE TO REQUEST NO. 10: NEEA's current Bylaws and Board of
Directors Election Policies are attached.
The response to this Request was prepared by Jeff Harris, Director of Emerging
Technologies, NEEA, in consultation with Lisa D. Nordstrom, Lead Counsel, Idaho
Power Company.
DATED at Boise, Idaho, this 5th day of April 2010.
Ll)~LISA D. NORDST OM
Attorney for Idaho Power Company
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 20
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 5th day of April 2010 I served a true and correct
copy of the foregoing IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER
upon the following named parties by the method indicated below, and addressed to the
following:
Commission Staff
Weldon B. Stutzman
Deputy Attorney General
Idaho Public Utilties Commission
472 West Washington
P.O. Box 83720
Boise, Idaho 83720-0074
Industrial Customers of Idaho Power
Peter J. Richardson
Gregory M. Adams
RICHARDSON & O'LEARY
515 North 27th Street
P.O. Box 7218
Boise, Idaho 83702
Dr. Don Reading
6070 Hil Road
Boise, Idaho 83703
Northwest Energy Effciency Allance
Claire Fulenwider, Executive Director
Northwest Energy Effciency Allance
529 SW Third Avenue, Suite 600
Portland, Oregon 97204
-. Hand Delivered
U.S. Mail
_ Overnight Mail
FAX
-. Email Weldon.Stutzmancapuc.idaho.gov
Hand Delivered
-. U.S. Mail
_ Overnight Mail
FAX
-. Email petercarichardsonandoleary.com
gregcarichardsonandoleary.com
_Hand Delivered
-. U.S. Mail
_ Overnight Mail
FAX
-. Email dreadingcamindspring.com
Hand Delivered
-. U.S. Mail
_ Overnight Mail
FAX
-. Email CFulenwidercanwallance.org
h~¡l~
Lisa D. Nordstro
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF THE INDUSTRIAL CUSTOMERS OF IDAHO POWER - 21
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-04
IDAHO POWER COMPANY
RESPONSE TO ICIP'S
PRODUCTION REQUEST NO.9
-:~ NORTHWEST
=. ENERGY EFFICU3NCY
", ALLIANCE
BOAR MEETING
World Trade Center, Portand, Oregon
January 29,2009
MEETING MINUTES
Board Members present:
Bob Balar, Seatde City light
Ted Coates, Tacoma Power
Pat Egan, Pacificorp
Kathy Hadley, National Center for Approprite Technology
Margie Harris, Energy Trust of Oregon
Warren Klne, Idaho Power
Bett Merri, Oregon Departent of Energy
Sara Patton, NW Energy Coaltion
Cal Shiey, Puget Sound Energy
Brin Skeahan, Cowlitz PUD
Craig Smith, Snohomish PUD
Mie Weedal, Bonnevie Power Admstration
Deb Young, NorthWestern Energy
Visitors:
Lynn Anderson, Idaho Public Utities Commssion
Larry Blaufus, Clark Public Utities
G.Z. Brown, University of Oregon
Ken Canon, Canon and Hutton
Chad Gils, ECOS
Jule Harrelson, Coraggo Group
Alson Hopcroft, Fluid Market Strategies
Lauren Shapton, PGE
Staff:
David Cohan, Aaron Cohen, Sergio Dias, Stephanie Fleming, Claie Fulenwider, Jeff Harris,
Susan Hermenet, Kaen Horkitz, lis Saunders, Skip Schick
Reguar Session
Crai caled the meetig to order at 8:40 am, welcomed Brin Skeahan and Bett Merri to the
Board, and reviewed the agenda. Roger Woodworth was unable to attend this meetig.
Opportty for public comment: There was none.
Approval of October 29, 2008 meeting minutes
Motion: Margie Harrs moved to approve the meeting minutes from the October 29, 2008 Board
meetig. Bob Balzar seconded the motion.
529 SW Third Ave., Suite 600. Portland, Oregon 97204
ww.nwalce.org ! (tel) 503.827.8416 I (fa) 503.821.8437
Discussion: Deb Young noted that in the discussion about the strategic plan, the miutes indicate
that NEEA would begi providig assistance in the area of education and traig and support
to local utities. She suggested ths be re-worded to say NEEA would reinstate this assistance as
NEEA had provided this tye of assistance in prior years.
Vote: With the above noted edit the board unaniously approved the meeting miutes on a
voice vote.
Board Committee Reports
Executive Committee: Chai Crai Smith reported that ths commttee had been workig on
issues around the Business Plan and held a joint meetig with the Strategic Plannig commttee
to work with staff to ga a better understandig of the high level components of the plan and
provide fuher diection for the draft plan. In addition they worked on the renewal process
tielines and the fundig mechanism for the 2010 - 2014 fudig cycle (to be discussed later)
and worked with the Executive Director on some personnel issues to be discussed with the
Board in the Executive Session at the end of the Board meeting.
Strategic Planning Committee: Commttee Chai Cal Shiley reported that other than the
joint meeting with the Executive Commttee there was nothg more to report since the last
Board meeting.
Governance Committee: Commttee Chai Pat Egan reported that the two rotating board
seats were fied by Betty Merri, Oregon Department of Energy and Brian Skeahan, Cowlitz
PUD. Brian has agreed to sit on the Governance Commttee. In 2009 the commttee wi be
reviewing the potential implications of the proposed fudig mechanism on the governance
strcture and Bylaws, review board representation partculrly among public power, contiue to
work on board policies and procedures, and conduct an evaluation of the expert commttees in
the fal.
Ad Hoc Audit Committee: Treasurer Kathy Hadley reported ths commttee met earlier in the
day. Members of the commttee are Kathy, Warren Kle and Ted Coates. Gary McGee and
Company, NEEA's auditor, presented the audit plan for the 2008 annual audit. The commttee
wi be reviewig IRS changes to the Form 990 to ensure they fuy understand the implications
these changes have on the organization. The audit wi be conducted durg March and the
Board wi receive the fial audit at the Apri board meeting.
Retrospective Report Action Plan
Claie reported that there were close to 80 recommendations made in the retrospective report
which staff has categorized into the followig five "buckets":
1. Improve cost effectiveness savigs trackig and reportg processes
2. Clafy goals, objectives and metrcs
3. Portfolio management system
4. Measurg savigs in the commercial and industral sector.
5. Rural east side stakeholders.
Staff is working on implementig these recommendations. In addition to the recommendations
in the report, the Ad Hoc Retrospective Commttee made a recommendation to the Board that
retrospective reports be discontiued in the futue.
Action: Staff wi compile a list of the recommendations and actions that have been taken, for the
Apri Board meetig. Jeff Hars reported there were a couple of recommendations that staff
chose not to respond to which wi be identified in this list.
Renewal Process and Timeline
Claie reviewed the tielie included in the Board packet and reported that she anticipates the
Strategic Plan wi be formaly presented with the Business Plan for approval by the Board at the
Apri Board meeting.
Feedback from the prior day's workshop, along with input received from the extensive outreach
conducted to date wi be incorporated into the next draft of the business plan and sent to the
Board and fuders for fuer review at the end of Februar.
The board engaged in a lengthy discussion about the impact of the curent economic situation,
how it is affectig the utities around the region, and options that may be wort futher
consideration regarding the tielie and fudig cycle vs stayig on the current course to begi
the next five year fundig cycle in 2010. Several fuders expressed that they sti have issues
with the curent plan that need to be worked though before they can make a commtment.
Others, whie appreciatig these concerns, felt it was even more urgent that we forge ahead
given the importance of cliate change and the contrbution that efficiency makes to ths issue,
as well as the priority the federal governent and states are placing on clean energy and energy
efficiency.
The board agreed it was important to have had ths discussion given the current economic
sitution however they concluded it was sti important to move forward as planned. The Board
determed that a ramp up plan was prudent.
Action: The Board was asked to provide fial comments to staff on the Business Plan by
Februar 9 specifyg priorities and artculatig specific concerns. The next version of the plan
wi be sent to the board and fuders for furer review at the end of Februry.
In conclusion, the Board agreed:
to move ahead with curent renewal schedule and anticipated Business and Strategic Plan
approval at Apri Board meetig;
staff wi contiue to dialogue with fuders but wi not extend the distrbution of the
Business Plan unti the Board has indicated its support;
the plan ramp up wi be adjusted with clarfication of imediate priorities;
more detais about the portfolio management system wi be brought to the Board at the
Apri meetig;
the five year budget should be broken out annualy and include energy savigs associated
with each year.
Fundig Mechansm
Craig gave a brief overvew of the work the Executive Commttee had done to date to determe
a funding mechanism for the 2010 - 2014 fudig cycle. Jeff Harris reviewed the option that
the Executive Commttee recommended to the Board for consideration.
The proposed 2010 - 2014 fudig mechanism is buit on the followig priar components:
1. Total number of retai customers
2. Total retai energy sales
3. Adjustment of reta energy sales for lage public utities with native generation to
account for BP A wholesale fi power contracts
4. Ful BP A fuding on behalf of al smal and medium size public utities
5. Adjustment for forecasted growt over the 2010 - 2014 period.
Action: The Board asked that the Executive Commttee futher analyze how they would
determe an adjustment for forecasted growth over the 2010-2014 period, and a tre up, and
report back.
The Board gave their general support for movig ahead with mechanism presented provided
there was the addition of a 40 percent cap on the increase in fudig shares by anyone utity.
NEETUpdate
Ken Canon provided a status update. NEEA was asked to create a detaied plan for the
following areas:
1. Data
2. Innovative Technologies
3. Long term Leadership Foru
4. Marketing and Education
5. Futue Workforce
NEEA's response to NEET recommendations (Exhibit 1)
Claie reported that those board members on the NEET Executive Commttee have convened
the day before to review NEEA's response to NEET. Karen Horkitz gave an overvew of the
sumary handout:
The area of Data (1) and Innovative Technologies (2) are closely algned with what
NEEA is proposing in the business plan;
Long Term Leadership Foru (3) and Marketig and Education (4) are somewhat
algned, and
Futue Workforce (5) was not algned.
The Board agreed to support the fist thee areas but would need more clarification on the
fourth (marketig and education) agreeing that NEEA could take it on.
Recogntion of outgoing Board member Larr Blaufus
Since Larry had not been able to attend the October 2008 Board meetig in Seatte, Craig took
this opportuty to thank hi in person for his contrbutions as a NEEA board member. Larry
said it had been a great opportuty to be a par of the NEEA board and a great learng
experience - NEEA has both great leadership and great staff.
Executive Director's Report (Exhibit 2 and 3): Clae presented the 2008 budget vs actual
expenses, reviewed estiated aMW savigs for 2008, and gave program updates/highlghts from
the last quarter. She also distrbuted a new communication "The Board Update" that wi be a
quarterly publication.
Executive Session
Motion: Deb Young moved that the Board recess into Executive Session to discuss personnel
matters. Sara Patton seconded the motion.
Discussion: None.
Vote: the motion passed unaniously on a voice vote.
The board recessed into Executive Session at 1 :41 pm.
Respectfuy submitted by Lis Saunders
On behalf of Secretary Mike Weedal.
NORTHWSST
ENERGY
ALUANCS
BOAR MEETING
Seatac Conference Center, Seatac, W A
April 23, 2009
MEETING MINUTES
Board Members present:
Bob BaIzar, Seattle City Light
Ted Coates, Tacoma Power
Pat Egan, Pacificorp
Warren Kle, Idaho Power
Sara Patton, NW Energy Coaltion
Cal Shiley, Puget Sound Energy
Brin Skeahan, Cowlitz PUD
Craig Smith, Snohomish PUD
Mie Weedal, Bonnevie Power
Admstration
Roger Woodworth, Avista
Deb Young, NortWestern Energy
Board Members unable to attend:
Kathy Hadley, National Center for
Appropriate Technology
Margie Harris, Energy Trust of Oregon
Betty Merr, Oregon Department of
Energy
Visitors:
Lynn Anderson, Idaho PUC
Paul Blomquist, Good Cents
Chad Giless, Ecos
Rich Lauman, Ecos
Staff:
Claie Fulenwider
David Cohan
Aaron Cohen
Sergio Dias
Stephanie Fleming
Jeff Harris
Susan Hermenet
Kaen Horkitz
Lis Saunders
Skip Schick
John Waler
Board Chair Craig Smith caled the meetig to order at 10:45 am with introductions and
reviewed the meeting agenda.
Approval of January 29, 2009 meeting minutes
Motion: Deb Young moved to approve the minutes as wrtten. Bob BaIar seconded.
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
Public Comment: The Chai invited public comment for any item not on the agenda. There
was none.
Retrospective Action Plan
Claie Fulenwider referenced the sumary memo included in the board packet noting the two
priar learnngs from the retrospective report were that cost effective models are critical to
ww.nwalnce.org I I (fax) 503.827.84)7
evaluation, trackig savigs, and credibilty, and NEEA needs to be riorous in how it monitors
trackig and data collection verification for its intiatives.
Strategic Plan/Business Plan
Claie gave an update to the board on the modifications made to the draft Business Plan and
fuding mechanism to algn with the Strategic Plan that was developed in 2008.
The business plan now includes an acknowledgement of the current economic situation and
cliate as it has changed since the plan was initialy undertaken. In addition, the strategic plan
initiative specific to leveraging with Calforna was broadened to address out of region resources
in general so it could include AR funding for example.
After closer analysis of the ramp rate, the budget has been reduced by $4,866,000. The ramp
rate had previously been levelied over a five year period, and is now ramped for two years and
levelized for three.
Based on feedback, the confidence level around savigs was clarified and an electronics platform
for offices in the commercial sector was added. Next steps for the Northwest Energy Efficiency
Taskforce and NEEA's role in the outcomes of that process have been included and NEEA is
commtted to havig an open dialogue with the region to ensure contiual alent. Language
has been added around regional coordiation and collaboration and we contiue to work with
the NW Power and Conservation Counci to map NEEA's Business Plan with the draft Sixth
Power Plan.
The Board asked clarfyg questions about the Business and Strategic Plans. Staff noted that
minor adjustments to the Business Plan could be made along the way and would be reported to
the Board, however bigger "gae changes" (for example issues lie carbon adjustment, ramp
rate chánges, stiulus funds, Counci's plan) would be brought to the Board for diection
though the Strategic Planning Commttee. The Board was interested to better understand the
measurng of savigs by servce terrtory and how that could tie in to the value of the investment
in NEEA. Staff noted that at ths tie NEEA is commtted to providing measurement tracked
at the zip code leveL. For thgs that cannot be measured, i.e. business practice change,
emergig technology, etc., they wi be tracked in aggegate.
Each Board member was asked by Craig Smith to comment on the followig questions:
1. From your perspective how wel do the Strategic and Business Plans address the needs
of the region?
2. What aspects of the plans provide the greatest value for your organiation?
3. What aspects of the plans present the greatest chalenges for your organiation?
Additionaly,Junding Board members were asked to comment on the question:
· What chalenges wi you face in securg fudig for this effort in your organization?
Sara Patton was asked to comment on the question:
· What chalenges wi you face in sellng the value of ths plan to the stakeholders you
represent?
Margie Hars was unable to attend the Board meetig and sent a letter to the Board indicatig
the Energy Trust's support of the Strategic and Business plans. This letter was shared with the
Board. (Exhibit 1).
Board members shared their concerns/ chalenges. Crai Smith asked for a motion.
Motion: Cal Shiley moved that the Strategic Plan, Business Plan and fudig mechanism be
adopted by the Board. Sara Patton seconded the motion.
Discussion: A "yes" vote on ths motion signfies approval of the strategic plan, the five year
business plan, and the basic content and fundig strctue to support that plan. If approved,
ths would authorie the Executive Director, based on the discussion at this meetig, to put
together a fuding prospectus that addresses the concerns expressed by fuders, for
introduction and adoption by the fuders. Ths is not an indication from anyone, or
organization, that they are commttg to the fudig of NEEA.
Vote: Mike Weedal abstaied. The motion passed unaniously on a voice vote.
Next steps: The Executive Commttee wi provide gudance to the Executive Director to develop
a fuding proposal based on these documents.
Renewal Process and timeline: Claie reviewed the tielie for gettig signed Memorandums
of Agreement and contracts in place by the end of the sumer notig that a meetig of
appreciation of support for the funders may be appropriate later in the Fal.
Committee Reports
Executive Committee: Craig Smith reported that the Executive Commttee worked closely with the
Strategic Plannig Commttee to finale the Strtegic and Business Plans.
Governance Committee: Pat Egan reported the commttee met prior to the Board meetig and
sumaried the issues the commttee is addressing:
· Board policies and procedures and the Board handbook.
· Potential bylaw changes
· Lottery to stagger two year terms for largest diect funders to be held at July Board
meetig.
· Revisiting the process for selection of the public interest seat.
· Conflct of Interest (COL) policy: decision that for this year the Board shal complete a
one page questionnaie to satisfy the IRS requiements on the Form 990 for ths year.
The commttee wi consider how best to incorporate these requiements and possible
language change to the current COl to satisfy the change in requiements going
forward.
Ad Hoc Audit Committee: Warren Klne reported on behalf of Kathy Hadley who was unable to
attend the meetig. The commttee met with the auditor on Apri 9 to review the status of the
2008 audit and review the IRS form 990 which is now requied for al non profits. The final
audit wi be presented at the July Board meeting.
Susan Hermenet gave a brief overvew of the IRS Form 990 (Exhibit 2) followed by a review of
the questionnaie (Exhibit 3 and 4) that was designed to provide the auditors information about
the interests of officers and diectors and needed to complete NEEA's Form 990 for the 2008
tax retu. (The Governance Commttee wi assess whether a change to the conflct of interest
policy wi satisfy the requiements of the 990 and thus negate the need for a supplementa
questionnaie for futue retus.) The questionnaie was distrbuted to each board member to
complete and retun to the auditor.
The commttee wi provide an opportnity for the Board to review the completed Form 990 in
more detai, prior to fing with the IRS, at the July Board meeting.
Nortwest Energy Effciency Taskforce (NEET) Update: Kaen Horkitz provided an
overvew of NEET work group activities that NEEA has been asked to host.
Work Group 1: RFP for evaluation of the RTF. NEEA has issued an RFP. Contractor
selection underway.
Work Group 2: Emerging Technology. NEEA is workig with BPA to coordiate activities and
outle roles.
Work Group 3: Long term Foru. Tasked with draftig a plan for how the Foru would work,
purose, role of NEEA, and basic concept for the foru. The work group wi meet and review
the fist draft.
Work Group 4: Promoting energy efficiency. RFP has been drafted to conduct secondar
market research.
Work Group 5: Work force of the future. NEEA wi act as fiscal agents only. This work is
least aligned with NEEA's Business Plan. Cal Shiley and Pat Egan, co-chais of this work
group.
Work Group 6: Sara Patton gave an update on the status of Work Group 6, however NEEA
does not have an active role with ths group.
Executive Director's Report (Exhibit 5): Claie reported that Sergio Dias, Senior Manager for
the industral sector, was leavig NEEA and introduced John Waler who wi serve as interi
senior manager. She also reported that preliar numbers indicate regional savigs of 85.2
aM which nets out to over 37 aM.
Next meeting: The next meeting of the Board wi be held on July 23, 2009 in Spokane.
The meetig adjourned at 2:50 pm.
Respectfuy submitted by Lis Saunders
On behalf of Secretar Mike Weedal
~) NORTHWEST= ENERGY EFFICIENCY
", ALLIANCE
BOAR MEETING
Integrated Design Lab, Spokane, WA
July 23, 2009
MEETING MINUTES
Board Members present:
Ted Coates, Tacoma Power
Pat Egan, Pacificorp
Kathy Hadley, National Center for
Appropriate Technology
Margie Harri, Energy Trust of Oregon
Warren Kle, Idaho Power
Bett Merri, Oregon Department of
Energy
Sara Patton, NW Energy Coaltion
Cal Shiley, Puget Sound Energy
Craig Smith, Snohomish PUD
Mie Weedal, Bonnevie Power
Admnistration
Roger Woodworth, Avista
Board Members unable to attend:
Bob Balar, Seatte City Light
Brian Skeahan, Cowlitz PUD
Deb Young, NortWestern Energy
Visitors:
Lynn Anderson, Idaho PUC
Melida Eden, NW Power and
Conservation Council
Chad Giless, Ecos
Tom Karier, NW Power and Conservation
Council
Gar McGee, Gar McGee and Company
Staff:
Clae Fulenwider
Suelynn Calahan
David Cohan
Aaron Cohen
Scot Davidson
Stephanie Flemig
Jeff Harris
Susan Hermenet
Karen Horkitz
Lis Saunders
Skip Schick
Board Chai Craig Smith caled the meetig to order at 11 :40 am with introductions and
reviewed the meetig agenda notig a slight modification- the Ad Hoc Audit Commttee report
would occur imediately following any public comment to enable the auditor to retun to
Pordand on an earlier flht.
Opportty for Public Comment
There was none.
Approval of Apri 23, 2009 meetig minutes
Motion: Kathy Hadley moved to approve the miutes as wrtten. Pat Egan seconded.
Discussion: Roger Woodwort noted that the minutes did not reflect his attendance at this
meeting.
ww.nwaUianceorg
Vote: The motion passed unaniously on a voice vote with the noted edit.
Ad Hoc Audit Committee Report: (Exhibit 1) Treasurer Kathy Hadley introduced Gary
McGee of Gary McGee and Company, NEEA's auditor. Gary reported that the 2008 audit went
well and there was nothig of tre signficance to report. Kathy Hadley recogned the Ad Hoc
Audit Commttee for their hard work.
Motion: Kathy Hadley moved that the Board acknowledges the acceptance of the independent
auditors report and fiancial statements for FY 2008 as prepared by Gary McGee & Company,
an independent contractor to the Board of the Northwest Energy Efficiency Alance. Roger
Woodworth seconded.
Discussion: None.
Vote: the motion passed unaniously on a voice vote.
Near and Long Term Energy Effciency Goals: The Sixth Power Plan (Exhibits 2 and 3)
Crag welcomed Oregon Council Member Melida Eden and Washigton Counci Member
Tom Karier to the meeting. They were invited to give an update on the draft 6th Power Plan and
engage in a discussion with the Board on how NEEA can best serve the region, advance energy
efficiency in the Northwest and help achieve the goals of the draft plan.
The board discussed NEEA's role in relation to the Power Plan targets. They agreed that the
gap analysis for the Power Plan needs to be done however it is not for NEEA to own 100
percent of the gap. NEEA and BP A are aleady workig together to look at how the plan fits
with BP A and NEEA's plans.
Melida noted that the draft Action Plan for the Sixth Power Plan lists NEEA as one of the
integral players in accomplishig the Plan. The Counci wi release the draft plan on August 12
for public comment.
Craig Smith thanked Tom and Melinda for partcipation and presentations.
Executive Director Update (Exhibits 4-7): NEEA's 2008 Annual Report (Ex. 4) was
distrbuted to the Board. Claie reviewed the highlghts of the Executive Director Update
included in the Board packet notig this was a new format and she would welcome feedback. A
replacement page 3 (Ex. 5) was provided with updated second quarter fiancials.
Sara Patton distrbuted copies of the Bright Futues Report (Ex. 6) that the NWC had
prepared, as well as copies of Energy Activist (Ex. 7).
Pat Egan reported that Pacificorp has been doing more outreach to smal and medium sized
commercial customers though local chambers, medi outlets, etc. in Grants Pass, Klamath Fals,
and Coos Bay, and seen a steady increase in interest.
Roger Woodworth reported that A vista has just launched a new website, '\vww.eve.rlittlebit.com,
dedicated to promoting energy efficiency, and increasing awareness.
Betty Merri reported that the ODOE has seen an increase in the munber of Business Energy
Tax Credits (BETC) applications and lots more energy efficiency projects priary due to
Oregon's unique loan program that is attached to the energy incentives.
Margie Harrs reported that the Oregon legislatue has recently adopted new legislation for low
interest loans and utity on-bil fiancing. The delivery mechanism for IODs is though the
ETO but utities very supportive. She believes the energy advocate role has been critical here as
it leads people through the process, takes the burden away from the consumer and the mystery
out of the process.
Committee Report
Strategic Planning Committee: No update. Ths commttee has not met since the last Board
meeting.
Executive Committee: Chai Craig Smith reported the commttee has been workig with staff on
renewal. They have reviewed and discussed ramp expenditues and fundig these activities. The
commttee recommends that should additional fuds beyond the current operatig budget be
needed for ramp activities, the royalty account funds would be used. There currently is not a
policy defing the use of these fuds.
Action: The Board asked staff to develop a policy for the use of interest earnig/reserve fuds
to include the appropriate levels.
Motion: Roger Woodwort moved to authorize the Executive Director to utize up to $490,000
from reserves to fund ramp up activities as needed. Sara Patton seconded the motion.
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
The Commttee also reviewed and discussed the Executive Director's current abilty to delegate
authority to sig contracts on behalf of NEEA. The current delegation is only authoried in the
Executive Director's absence. The Board was asked to approve the modification of the
Financial Management Policies to read: "The Executive Director is authoried to sign contracts
to execute the work of NEEA as authorized by the Board. The Executive Director may
delegate ths authority."
A slight amendment was suggested to include the position to whom the delegation of authority
is given and what the delegations are. Claie noted that the levels of delegation wi be reviewed
by the Audit Commttee once the Board has given authority to change the authorization. The
motion was not amended with the understandig that the Financial Management Procedures wi
specify signatue and related approval levels.
Motion: Roger Woodworth moved to approve the modification of the financial management
policies to delegate the authority under this policy consistent with fiancia gudelies and
internal controls of NEEA. Kathy Hadley seconded the motion.
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
Governance Committee: Commttee Chai Pat Egan reported. Initial board terms were not
staggered when the new governance strctue was instituted. The eight largest fuders
parcipated in a lottery to stagger board terms beginig October 2009 with the followig
results:
FUNDER TERM (be~innin!! Oct. 2009)
BPA One year
ETO Twovears
PSE Two years
Idaho Power Twovears
Avista One year
Pacificoro Onevear
SCL One year
NorthWestern Enerl!Two years
Annual meeting notice
Motion: Margie Harris moved to adopt the resolution that the 2009 Annual Meetig of the
NEEA Board be held on October 15,2009. Warren Kle seconded. .
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
NEEA Bylaws discussion
Pat Egan reported that to algn with the 2010-2014 fudig cycle, the Governance Commttee
had reviewed the Bylaws to ensure algnent with the fudig contracts and in addition noted
some admstrative edits that needed to be made. Final edits would be brought to the Board for
approval in October, and be effective Januar 1, 2010.
The Board reviewed the changes. Pat noted that the process for seatig diectors from the
smaler public utities on two year rotations, as well as the diector representing the indiect
funders would be clarified in the Board Election Policies.
Regarding the process for the selection of the Director elected to represent the public interest,
the Governance Commttee has flagged ths in the Board Election Policies for fuer discussion
as the curent process is awkward. One idea under consideration is the posting of an RFQ. Sara
Patton commented that it wi be important that the representative have an active constituency, a
regional focus, and an interest in energy efficiency.
The current process outled in the Board Election Policies wi be used to select the
representative for the two year term that begis after the October Board meetig.
The updated Bylaws and revised Board Election Policies wi be brought to the Board for review
and approval at the October Board meetig.
Renewal Process Update: Claie reported that letters of commtment had been received from
Avista, Cowlitz, Idaho Power, NortWestern Energy, Pacificorp, Puget Sound Energy, Seatte
City Light, Snohomish, and Tacoma Power. Puget Sound Energy had also signed and retued
their fundig contract.
Next meeting: The next meetig of the Board wi be held on October 15,2009 in Portand,
OR.
The meeting adjoured at 2:50 pm.
Respectfuy submitted by Lis Saunders
On behalf of Secretary Mie Weedal
..¡l
NEEA BOAR MEETING
World Trade Center, Portland, Oregon
Thursday, October 15, 2009
MEETING MINUTES
Board Members present:
Bob Balzar, Seatte City Light
Ted Coates, Tacoma Power
Pat Egan, Pacificorp
Margie Harrs, Energy Trust of Oregon
Warren Klne, Idaho Power
Karen Meadows, Bonnevie Power
Admstration (on behalf of Mike
Weedal)
Board Members unable to attend:
Kathy Hadley, NCAT
Mie Weedal, Bonnevie Power Admstration
Visitors:
Lynn Anderson, Idaho PUC
Davin Crow
Chad Giless, Ecos
Rich Zwetchrenbaum, Collaborative Research
Staff:
Claie Fulenwider
Scot Davidson
Jeff Harris
Susan Hermenet
Betty Merri, Oregon Deparent of
Energy
Sara Patton, NW Energy Coaltion
Cal Shiley, Puget Sound Energy
Brian Skeahan, Cowlitz PUD
Craig Smith, Snohomish PUD
Roger Woodwort, Avista
Deb Young, NortWestern Energy
Karen Horkitz
Lis Saunders
Skip Schick
John Walner
Board Chai Craig Smith caled the meetig to order at 8:37 am, welcomed everyone and
reviewed the meeting agenda. Craig noted Kathy Hadley was unable to attend due to iless.
Approval of July 23,2009 meetig minutes
Motion: Margie Harris moved to approve the miutes as wrtten. Roger Woodworth
seconded.
Discussion: Claie Fulenwider asked for clarification regading the royalty funds on page 3.
Margie Harris confied the sentence should read ". . . use of interest earnings/reserve
fuds..." A tyo was noted (execute, not executive) and Margie Harris asked for
clarification that the delivery mechanism for low interest loans and utity on-bil financig
though the ETO is for IOU's. The above edits were noted.
ww.nwance.org (tel) 503.827.8416
Vote: The motion, with the noted edits, passed unaniously on a voice vote.
Opportty for Public Comment
There was none.
Executive Director Quarterly Report Q3-2009
Claie Fulenwider reviewed highlghts from the quarterly report included in the Board
packet.
2010 - 2014 funding update: Grant County PUD has decided not to continue to fud NEEA.
EWEB and Chelan PUD are sti considerig.
Emerging Technologies: NEEA and BP A have been workig closely to refie their roles with
emerging technology work. NEEA is settg up a Regional Emergig Technologies
Advisory Commttee which wi intiy prioritie emergig technology opportties. BP A
is providig resources for ths effort as well as focusing on the technical aspects for the
commttee. They have set up some technical advisory groups to look at the different
technologies which wi provide information to the Regional Commttee.
It was also reported that NEEA has a seat on the Advisory Commttee for Calfornia's
emergig technology efforts, along with BC Hydro and EPRI, and we hope to leverage this
effort regionaly and nationaly.
Rural S e17ces: NEEA is settg up a meetig for funders with rual customers to review
existig servces in rual areas and discuss additional needs and desires to determne what
can be included in the Business Plan.
NEEA Offce Space: NEEA has embarked on a green lease process to secure office space by
the end of 2010 when the current lease expires.
Northwest Energ Effcienry Task Force: NEET met on October 13 and discussed the 6th
Power Plan and convenig a body to undertake implementation. Clae asked for diection
from the Board on NEEA's role, if any. The Board agreed that it wi be important to
cooperate with NEET going forward and to avoid any duplication of effort. Several Board
members expressed concern that it is not yet clear what the drver is for a NEET role going
forward and what value it wi add, so it was hard to determne NEEA's role unti that was
clearer. Several felt that NEET had accomplished what it was designed to do and that
putting fuer resources into implementation is not a diection they would support.
Action: Claie, Roger and Craig wi discuss futher and request a meetig with Steve Wright
and Ken Canon.
Committee Reports
Executive Committee: Chai Crai Smith reported the commttee met in September to review
the 2010 Operations Plan and proposed budget. The Commttee approved both the
Operations Plan and proposed budget and recommends the Board adopt.
Motion: Deb Young moved to adopt NEEA's 2010 budget of $31,567,766 as supported by
the 2010 Operations Plan. Roger Woodworth seconded.
Discussion: In the interest of fu disclosure, Bob Balzar noted that part of this funding
includes budget for the Lightig Design Lab in Seattle. Roger Woodworth also disclosed
that one of Avista's subsidiaries is acquing Ecos Consulting. Ecos wi liely contract with
NEEA in 2010 although no specific contracts have been awarded at ths tie.
Margie Harris noted that the ETO does not yet have their 2010 funds secured out of which
they fund NEEA. Craig Smith noted that based on letters of commtment from fundig
organiations we have sufficient commtment to move forward with the budget approval
and should revenues not materialze there wi be sufficient tie to adjust over the five year
fuding cycle.
Vote: The motion passed 12-0 on a roll cal vote. Kaen Meadows noted that BP A was in
favor of approvig the budget.
Craig reported that the Ad Hoc Audit Commttee wi become a standig commttee. The
Governance Commttee wi review a charter for a standig Finance/ Audit Commttee and
bring to the Board for approval at the next meeting.
In addition, Craig wi work with the incomig Chai to establish an ad hoc commttee to
review/establish policies for executive compensation.
Strategic Planning Committee: Chai Cal Shiley reported this commttee had not met since the
last Board meetig. He and Claie have had discussions however about strategic issues
facing NEEA such as:
.Cliate change, carbon caps and countig energy efficiency
AR funding - coordiation, collaboration and NEEA's role
Gas plannig
International partners and NEEA's relationship
NEET
McKisey report and potential for NEEA
Upstream long range horion and upstream incentives - NEEA role
Drive to electrfy the transporttion industr
Risk assessment
.
.
.
.
.
.
.
.
The Commttee wi meet in the next few months.
Ad Hoc Audit Committee: The commttee has not met since the July Board meeting. Claie
reported on behalf of Kathy Hadley that the IRS 990 has been filed.
Governance Committee: Chai Pat Egan reported. The commttee met on September 17. They
discussed and analyzed the curent strctue of the expert commttees which were
established when the governance strctue was changed in 2007, and recommended that
going forward these commttees be caled "advisory" commttees and be the responsibilty of
the Executive Director.
.Public Interest Representative: Betty Merr sumried the process she participated
in to select the public interest seat representative that was chaied by Kathy Hadley.
They followed the process set forth in the Board Election Policies. She
recommended in the futue the Board star the process early and provide clear
diection to the subcommttee on selection criteri. The commttee selected Rhys
Roth, Director of Strategic Innovation and Co-Found of Cliate Solutions as the
representative of the public interest.
Action: The sumary memo from Kathy Hadley documentig the selection process
wi be sent to the Board.
· Board Seats and Officer Slate: Pat reviewed the nomiees for officers for 2009 -
2010.
· Roger Woodwort, Avista - Chai
· Margie Harris, Energy Trust of Oregon - Vice Chai
· Anita Decker, BP A - Secretary
· Warren Kle, Idaho Power - Treasurer
Craig Smith read a letter from Steve Wright, Admstrator of BP A, addressing the
change in board representation for BPA from Mie Weedal to Anita Decker
(Exhibit one). Crai also reported that the Idaho Governor's representative wi be
David Hawk and the Oregon Governor has selected Melida Eden, Council
Member, NW Power and Conservation Council, to serve the remaider of the term
for Bett Merri. Betty has left the Oregon Department of Energy.
Scott Corwn, Executive Director of the Public Power Counci (FPC) wi work with
the PPC Executive Commttee to select a representative for the indiect fuders.
.Conflct of Interest: The Governance Commttee recommended amendig the
Conflct of Interest Policy to satisfy the IRS 990 form for futue years. The Board
discussed and clarified some concerns that could appear as potential conflcts and
determned Board members should always disclose the potential for perceived conflcts
partcularly as it relates to Board members representing organizations that receive
funds from NEEA. It was noted for example that when approvig annual budgets
for NEEA, Board members are not approvig specific contracts as these are not yet
in place. The threshold amount stated in the COL is two percent of the tota dollar
amount voted upon.
Motion: Brian Skeahan moved to adopt the revised Conflct of Interest Policy.
Margie Harris seconded.
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
.Bylaws and Board Election Policies: The Board agreed with the proposed changes to
the Bylaws at the July meeting. The Governance Commttee has reviewed changes
to the Board Election Policies to algn with the proposed Bylaw. The Commttee
recommended the Board approve the amended Bylaws and Board Election Policies.
Motion: Brian Skeahan moved to adopt the amended Bylaws and Board Election
Policies. Deb Young seconded.
Discussion: Sara Patton said she felt that the Board lacked adequate non-utity
representation and that there should be a broader representation of the public
interest.
The Board stressed that in light of this NEEA would need to find ways other than
through board representation to get input from these groups not only for the public
interest but also for the four States. Sara commented that the communities that need
to be represented that are not are energy efficiency advocacy, consumer and low
income advocacy, and groups representig individuals and businesses with
employees in the energy efficiency communty, i.e. the Apollo Alnce. Program
Advisory Commttee membership could include these groups and have the potential
for more algnment and feedback.
Action: the Strategic Planning Commttee and Executive Commttee wi discuss
furer.
It was also suggested that the Board evaluation that wi be taking place between now
and the next Board meeting would be a good place to raise this concern.
Staff suggested there be separate votes for the Bylaws and Board Election Policies.
Brian Skeahan agreed with the friendly amendment.
Amended motion: Brian Skeahan moved to adopt the amended Bylaws. Deb Young
seconded.
Vote: the motion passed unaniously on a voice vote.
Motion: Pat Egan moved to adopt the amended Board Election Polices. Deb Young
seconded.
Vote: the motion passed unaniously on a voice vote.
Election of Offcers
Craig Smith proposed the Board vote on the slate of officers as presented by the
Governance Commttee.
Motion: Bett Merri moved to elect the slate of officers as presented for one year terms:
· Roger Woodwort, Avista - Chai
· Margie Harris, Energy Trust of Oregon - Vice Chai
· Anita Decker, BP A - Secretary
· Warren Kle, Idaho Power - Treasurer
Bob Balzar seconded the motion.
Discussion: Pat Egan noted the great job that Craig Smith had done as Board Chai for the last
two years. With the creation of a "past chai" role Craig wi contiue to serve on the Board
in ths capacity for the coming year.
Vote: the motion passed unaniously on a voice vote.
Action: The Board requested a copy of bios for the incoming board members.
2010 Board Meeting Dates
The next meetig was scheduled for Februar 25, 2010. The Board wi meet in May, August
and November, exact dates to be determed.
Recognition of outgoing board members
Outgoing Board members were thanked for their tremendous commtments to NEEA over
the last two years: Craig Smith, Ted Coates, Mie Weedal, Betty Merr, and Kathy Hadley
The meetig adjoured at 12:04 pm.
Respectfuly submitted by Lis Saunders
On behalf of Vice Chai, Roger Woodworth (Secretar absent)
..¡l
NEEA BOAR MEETING
Seatac Conference Center, Seatac, W A
Thursday, February 25,2010
DRA MEETING MINUTES
Board Members present:
Bob Balzar, Seatte City Light
Bil Druond, Montana G&T
Melida Eden, NWPCC
Pat Egan, Pacificorp
Margie Harris, Energy Trust of Oregon
David Hawk, E2Analysis
Warren Kle, Idaho Power
Kaen Meadows, Bonnevie Power
Admnistrtion (on behalf of Anita
Decker)
Clay Norris, EWEB
Rhys Roth, Cliate Solutions
Cal Shiley, Puget Sound Energy
Craig Smith, Snohomish PUD
Roger Woodworth, Avista
Deb Young, NorthWestern Energy
Board Members unable to attend:
Anita Decker, Bonnevie Power Admstrtion
Brian Skeahan, Cowlitz PUD
Visitors:
Ryan Dyer, WUTC
Tim Farrell, Great Circle Adivisors
Chad Giless, Global Energy Partners
Rich Lauman, Ecos
Dave Nightigae, WUTC
Staff:
David Cohan
Aaron Cohen
Scot Davidson
Claie Fulenwider
Jeff Harris
Susan Hermenet
Karen Horkitz
Chrstine Jerko
Dave Kresta
Lis Saunders
Board Chai Roger Woodworth caled the meetig to order at 8:30 am, welcomed everyone
and reviewed the meetig agenda.
Approval of October 15, 2009 meeti minutes
Motion: Bob Balzar moved to approve the minutes as wrtten. Pat Egan seconded.
Discussion: Bob Balzar noted that his comment on page two of the miutes under
Commttee Reports, related to the Lighting Design Lab, not the Integrated Design Lab.
Vote: The motion, with the above noted edit, passed unaniously on a voice vote.
ww.nwaliance.org I
Opportty for Public Comment
There was none.
Executive Director Quarterly Report Q4-2009 (Exhibit 1)
Claie Fulenwider reviewed highlghts from the quarterly report included in the Board
packet.
2010 - 2014 funding update: Al contracts are signed except for Pacificorp which is pendig
the Idaho PUC approval for Rocky Mountai Power. Grant and Chelan decided not to fud
for 2010.
Commercial R£design: Scot Davidson reported the chalenge with the commerci intiative is
tunig progress into measurable savigs. The team is focused on fiding a way to depend
on harestig savings. Hing of a sector lead is underway. Apri 1 is the target date to
complete the redesign and implement changes, if any.
80 plus: An erosion in sales on 80 plus is due both to the economic cliate and a migration
from desktops to laptops. There has been interest to broaden the program to include
monitors and servers that wi hopefuy increase traction. It was also noted that the bigger,
broader opportunity is in business electronics and the data center arena.
Opportunities jòr Leverage: NEEA has received unoffcial notification that we are recipients of
an ARR stiulus award that was submitted with VEIC, NRDC, regional alances, and
ACEEE, to provide technical support to recipients of communty block grants.
NW Energ Effcienry T askjòrce: The Board discussed the latest memo to the NEET
Executive Commttee from Ken Canon that appeared to cal out NEEA as the organiation
to take on coordiation of the Power Plan taget planning. Staff noted the chalenge wi be
to ensure ths work does not reduce the effectiveness of commtments aleady made in the
Business Plan. Several Board members cautioned that NEEA is funded for a very specific
purose and it wi be important to stay tre to the mission and the Business Plan.
Opportnities wi need to be screened and those that would leverage the Business Plan
results should be brought back to the Board for discussion. Ken Canon suggested the
NEEA Program Portfolio Advisory Commttee would look at the measures and make
decisions.
Action: Roger Woodworth requested that the NEET memo be sent to al Board members.
The Board asked for clarification of the graph on the last page of Tab 2 in the board packet,
and the drop in the savings in 2009. Staff noted that the combination of a reduction in CFL
sales and a change in the RTF measure life both affected these numbers. Over the five year
period the change in measure life means 6.6m bulbs go into replacements resultig in
25aM. In 2009 bulb sales were projected to be 30m, however that number has dropped to
16m which results in a 16 aMW drop. The last market research conducted indicated
customers were sti buyig CFLs and lied them. The slow-down in sales is curious and
staff speculated it may well be tied to the economics of the price.
Committee Reports
Strategic Planning Committee (Exhbit 2): Commttee Chai Cal Shiley reported the commttee
has met twce since the last Board meeting. He distrbuted a copy of a matr of strategic
issues the commttee is considenng and asked the Board to consider if there were any
additional issues to add.
Action: Board members are asked to communcate with Cal or Susan Hermenet if there are
additional issues they believe are importnt to consider.
The Board agreed that NEEA should conduct a nsk assessment.
Action: the Strategic Planning Commttee wi discuss ways to approach conducting a nsk
assessment and bnng options back to the Board at a futue meetig.
Gas Planning: staff is developing a proposal that stas with the current dua fuel funders.
The Strategic Planning Commttee wi propose a gas effciency policy to the Board and a
process for developing a prospectus for a pilot project for Board review.
In addition staff is workig on a gas efficiency market transformtion policy for Board
review.
Codes and Standards work contiues to playa larger role for everyone. The Board was
retInded to get David Cohan the name of a single point of contact at each fudig
organization to ease communcation chalenges.
Executive Committee: Craig StIth reviewed the Ad Hoc Compensation Commttee report
included in the pre reading matenals. He sumanzed that NEEA salanes are competitive,
however the benefit packet is above market by 8-9 percent. Staff wi bnng
recommendations on how to algn the benefits packet with the market to the May Board
meetig. The commttee reviewed the compensation policy and felt it reflected current
phiosophy and practices.
It was reported that the Executive Commttee reviewed the vannces on fuder agreements
and agreed there was no need to change language in existig agreements since the vanances
identified revolve around implementation procedures and mechanisms and not substantive
changes to financial commtments to the 2010 - 2014 Business Plan.
Governance Committee: Commttee Chai Pat Egan reported. Roger Woodwort noted that
this commttee had done a great job over the last two years gettg governance structue in
shape. The commttee met on Februry 3 and welcomed new Board member Bil
Druond joing Pat, Bnan Skeahan and Deb Young.
The Board reviewed the Board Effectiveness Evaluation results. By and large respondents
felt the Board was doing a good job. The Board discussed how best to evaluate itself in the
futue agreeing there was value in ths tye of exercise. There was discussion about
evaluating the "grand expenment" that resulted in the new governance strctue and whie
self evaluation is good, the Board may want to consider a thid party independent review in
the futue from outside entities and include staff too.
In sumary the Board agreed it should clearly defie the desired outcomes of futue
evaluations/ audits notig the importance of ongoing confidence in NEEA given the
increased fudig. They also agreed that a management audit that looks at the governance
and management side of the organization should be conducted.
Action: Board members with experience on other boards were asked to offer suggestions on
feedback mechanisms used by other boards via emai to Pat Egan.
In concluding his report on the Board evaluation, Pat noted one of the main themes that
resulted from the surey was the need for board orientation and ongoing learng
opportties.
.Finance/Audit Committee Charter: Pat reported that the Ad Hoc Audit and Executive
Commttess have both reviewed the draft charter for a standig Finance/ Audit
Commttee. The question was raised as to whether ths should be one joint
commttee or two separate commttees. The Governance Commttee wi review this
from an auditig and lega standpoint and report back to the Board in May.
.Board policies: Pat reviewed the work the Commttee had conducted, with the help of
a consultant, regardig board policies. The Board packet included several draft
policies the Commttee was recommendig for Board approval.
.Code of Ethics
Motion: David Hawk moved to approve the Code of Ethics as wrtten. Clay Norris
seconded.
Discussion: Board discussed rewordig of thid paragraph of Policy Statement to read
"individua responsible for HR" instead of "the diector of HR". Agreed that the
statement applied broadly not to one individual and was OK as wrtten.
Vote: The motion passed unaniously on a voice vote.
.Board Development Poliry
Motion: David Hawk moved to approve the Board Development Policy as wrtten.
Deb Young seconded.
Discussion: None.
Vote: The motion passed unaniously on a voice vote.
.Board Orientation Poliry
Motion: David Hawk moved to approve the Board Orientation Policy as wrtten. Bil
Druond seconded.
Discussion: The Board agreed to reword the fist paragraph of the policy statement to
read "New Board members begining a new term or fig any mid term vacancies
shal, as soon as practical, receive an orientation to the history, policies, plans,
programs and operations of NEEA. The orientation wi be led by Board
governance with the support of the Executive Director."
David Hawk accepted the new language as a substitute motion. Bil Druond
seconded that.
Vote: the motion passed unaniously on a voice vote.
.Board Assessment Poliry
Based on earlier discussion about futue Board evaluation the Board discussed
whether the Governance Commttee should give more thought to how board
assessments is conducted in the futue.
Motion: David Hawk moved to approve the policy as wrtten. Bob Balar seconded.
Discussion: Several Board members concured that the Governance Commttee
should fuer revew ths policy.
Bil Druond moved to table the motion. Melda Eden seconded.
Discussion: This is a procedural vote to table the motion unti a later date.
Vote: On a voice vote the majority voted in favor, one opposed.
The Governance Commttee wi reconsider this policy.
.Poliry of Disclosure of infrmation
The draft policy included in the Board packet was discussed. The Board agreed the
policy needed some refinement to address concerns raised regardig confidentialty
of funder customer informtion. Staff wi get a lega review of the policy, make the
refinements and distrbute to the Board members individualy for internal review at
their home organization.
Roger asked for public comment. Dave Nightigae ofWA UTC asked whether
Board commttee meetigs were open to the public. Board meetings and Advisory
Commttee meetings are open to the public. The bylaws are silent with regard to
Board Commttee meetigs.
Action: the Board determned the need for a Board Commttee meetig policy.
In conjunction with the above discussion the Board discussed Sara Patton's concern raised
at the October 2009 Board meetig that NEEA's Board strctue lited public
parcipation, includig reguators. The Governance Commttee reported they had discussed
the issue and determed that for now the governance strctue would remai as is. Ths
would be a good issue to address in futue board evaluations.
Action: Pat Egan wi follow up with Sara Patton.
.Board ExtraneI.' Lis Saunders gave an overvew of the newly revised Board Extranet.
The site provides Board members access to a calendar of Board Commttee meetigs
includig agendas, packets, meetig minutes, etc., and is home to the electronic
version of the Board Manual.
.General Communications About NEEA (Exhibit 3): Aaron Cohen distrbuted a packet
of NEEA marketing materials and reviewed the contents with the Board.
Ad Hoc Audit Committee: Board Treasurer and Chai of this commttee Warren Klne
reported. The commttee met on Febru 3, 2009 to review the draft charter for a
Finance/Audit Commttee, met with the auditors (Gary McGee and Company) to review the
2009 audit plan, and reviewed the 2010 commttee work plan. The Board wi be presented
with the 2009 audit at the May Board meeting.
Program Reports: Feedback from the Board Effectiveness Evaluation requested that
NEEA be more intentional in providing them information on programs. In response to this
staff provided more in depth presentations on the residential sector and codes work.
Residential Sector - a deeper look (Exhibit 4): Stephanie Flemig, Senior Manager
Residential presented a look back over 2009 and a look forward to what 2010 and beyond
holds in the residential sector.
In the interests of tie, Chai Roger Woodwort asked David Cohan to provide the Board a
sumar of current issues related to codes and to present a more detaed overvew at the
May Board meetig.
2010 Performance Goals for the Executive Director (Exhibit 5)
Roger distrbuted a draft copy of 2010 ED performance goals for the Board to review.
Action: The Board was asked to provide futher feedback to both hi and Claie by the end
of the month.
Suggested additions were that managing executive relationships throughout the region, as
well as relations with Commssioners and Commssion staff should be key objectives for
2010.
Executive Session
Motion: Pat Egan moved to go into Executive Session to discuss the 2009 performance
review of the Executive Director. Melida Eden seconded.
Discussion: Roger Woodworth noted that at the conclusion of the Executive Session the
Board meetig would be adjourned.
Vote: the motion passed unaniously on a voice vote.
Respectfuly submitted by Lis Saunders
On Behalf of Vice Chai, Margie Harris (Secretar absent)
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-04
IDAHO POWER COMPANY
RESPONSE TO ICIP'S
PRODUCTION 'REQUEST NO. 10
RESTATED AND AMNDED
BYLAWS
OF
NORTHWEST ENERGY EFFICIENCY ALLIACE, INC.
Adopted by Board of Directors, October 18, 2007
Effective November 19, 2007
Amended by the Board of Directors, October 15, 2009
Effective January 1, 2010
ARTICLE I
Offces
Section 1. Principal Offce. The pricipal offce of the corporation wil be located in the
City of Portland, County ofMultnomah, State of Oregon. The corporation may also have offces at
such other places, either with or without the State of Oregon, as the Board of Directors (the
"Board") may designate or as the business of the corporation may from time to time requie.
Section 2. Regstered Office. The registered offce of the corporation required by the
Oregon Nonprofit Corporation Act (the "Act") to be maintaied in the State of Oregon may be, but
need not be, identical with the pricipal offce in the State of Oregon, and the address of the
registered offce may be changed from time-to--time by the Board upon due compliance with the
requiements of the Act for change of the registered offce.
ARTICLE II
Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall be managed
by the Board. The Board may adopt such rules and reguations for the conduct of its meetigs and
the management of the corporation as it deems proper, not inconsistent with these Restated and
Amended Bylaws (the "Bylaws") and the Act.
Section 2. Composition of the Board. The Board shall consist of up to sixteen (16)
Directors using the following guidelines and consistent with the Board Election Policies:
Eight (8) Directors from the eight (8) largest direct fuders of the corporation
Up to four (4) Directors from the remainig diect fuders
One (1) Director representing the indirectl fuders
One (1) Director recommended by the Governor of Idaho or Montana
One (1) Director recommended by the Governor of Oregon or Washington
One (1) Director elected to represent the public interest
1 An indirect fuder is a public utility that funds NEEA though BP A.
The term "fuder" shall include utilties and systems benefit admstrators.
The term "direct" refers to fuds paid by a fuder, not including any portion of such fuds
paid on behalf of a fuder by the Bonneville Power Admnistration.
The Board shall determe the diect contrbutions required of each fuder based on the
fuding mechansm methodology adopted by the Board. The Board shall then ran fuders
according to diect contrbution and select the largest eight (8) for a seat on the Board. The
Board may exercise discretion in this determation.
Section 3. Seating and Electig Directors. Directors shall be seated or elected at an anual
meeting as set fort below:
(a) Eight (8) Directors from the eight (8) largest direct fuders. Each of the
eight (8) largest diect fuders may seat one (1) Director by appointment.
Such Directors are not elected by the Board.
(b) Up to four (4) Directors from the remainig direct fuders. The remainig
direct fuders may seat up to four (4) Directors among them by appointment.
Such Directors are not elected by the Board. These Directors shall serve on
a rotating basis, such that after the expiration of the term of a Director, that
Director shall be replaced by a Director appointed by a fuder which was not
represented on the Board durg the previous term.
( c) One (1) Director representing the indiect fuders. One (1) Director wil be
selected though a process set fort in the election policies determed by the
Board. The Board shall seat the selection.
(d) One (1) Director recommended by the Goveror of Oregon or Washigton.
The Governor of Orgon or Washigton may recommend one (1) Director on
a rotating basis. The Board of Directors shall seat the recommendation of the
Governor.
(e) One (1) Director recommended by the Governor ofIdaho or Montana. The
Governor of Idaho or Montana may recommend one (1) Director on a
rotating basis. The Board of Directors shall seat the recommendation of the
Governor.
(t) One (1) Director representing the public interest. A selection commttee wil
select one (1) Director to represent the broad public interest, in accordance
with the process set fort in the Board Election Policies. The Board shall
elect the Director.
In order to stagger terms, the Board may adopt and amend from time-to-time election
policies setting fort the procedures for seating Directors.
2
Section 4. Tenure and Replacement of Directors.
(a) All Directors wil serve a two-year term except as otherwise provided in the
Election Policies. Each term wil begin on the first day following the anua
meeting.
(b) Any vacancy in a Director position prior to the expiration of a regular term
may be filled by a replacement Director, to serve for the remainder of the
term. The replacement Director wil be appointed as set fort in Arcle II,
Section 3 above.
Section 5. Removal of Directors. The Board may remove a Director from the Board if the
fuder who appointed the Director does not timely complete its fuding obligation to the corporation
or based on other criteria the Board establishes in its Election Policies. The decision to remove a
Director must follow the Maner of Acting procedures set fort in Aricle II, Section 11 below.
Section 6. Annual Meeting. The anual meeting of the Board shall be held each year as
determed by resolution, not less than sixty (60) days in advance of that date to transact such
business as may come before the meeting.
Section 7. Regular Meetigs. The Board shall provide, by resolution, the time and place,
either with or without the State of Oregon, for regular meetigs.
Section 8. Special Meetings. Special meetigs of the Board may be called either by the
Executive Commttee established in accordance with Section 14 below or by any six (6) Directors.
The Executive Commttee or the six Directors may fix any place either with or without the State of
Oregon as the place for holding any special meeting.
Section 9. Notice. Written notice of the time, place and agenda for all meetings shall be
given at least thee (3) days prior to the meeting; provided, however, that ifnotice is given by mail,
notice shall be given at least six (6) days prior to the meeting. Notice shall be transmitted to each
Director at the Director's address either by mail, facsimle, e-maiL. Such notice shall be deemed to
be given at the time it is deposited in the United States mail, transmitted by facsimle or e-maiL.
Any Director may waive notice of any meeting by signg a wrtten waiver of notice,
whether before or after the time perod for notice specified in ths section. Such written waiver by a
Director shall be deemed equivalent to the givig of such notice.
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting,
except when a Director attends a meeting for the express purose of objecting to the traction of
any business on the ground that the meetig is not lawfully called or convened. Neither the business
to be transacted nor the purose of any special meeting of the Board must be specified in the notice
ofa waiver.
3
All meetings shall be open to the general public. Agenda for each meetig wil be issued as
far in advance of each meeting as possible.
Section 10. Quorum. A majority of Directors shall constitute a quoru, but if less than
said number is present at a meeting, a majority of the Directors present may adjour the meeting
without fuer notice.
Section 11. Manner of Voting. The Board shall make a good faith effort to make all
decisions by consensus, in which all Directors support the decision of the Board even if the decision
is not their preferred option. If consensus is not reached after a period of time to be determed by
the Chair, the matter shall be put to a vote of the Board.
(a) Changes to the mission statement, the Aricles of Incorporation and these
Bylaws shall be made only by the affative vote of eighty percent (80%) of
the Directors present and voting at a meeting at which a quoru is present.
(b) All other actions or decisions shall be made only by the affinative vote of
sixty percent (60%) of the Directors present and voting at a meeting at which
a quorum is present.
Section 12. Action by Board without a Meeting. Any action required or permtted to be
taken at a meeting of the Board may be taken without a meeting if a written consent setting fort the
action to be taken is signed by each of the Directors. Any such written consent shall be inerted in
the minute book as if it were the miutes of a Board meeting.
Section 13. Resignation. A Director may resign at any time by giving written notice to the
Board, the Chair, the Secretar or the Executive Director of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such
offcer, and the acceptance of the resignation shall not be necessar to make it effective.
Section 14. Executive and Other Committees. The Board shall designate from among its
members the following commttees:
(a) Executive Committee. The Executive Commttee shall consist of the four
(4) major officers of the corporation established in Aricle III below, and the past-Chair. The
purose of the Executive Commttee is to fuer the substative work of the corporation and
monitor its progress. The Executive Commttee is authorized to take action or make decisions if
necessary on an emergency basis which would otherwise require a vote of sixty percent (60%) of the
Board. Such action or decisions shall be brought to the Board for ratification at the next meeting of
the Board. The Executive Commttee is not authorized to take any action which would require a
vote of eighty percent (80%) of the Board.
(b) The Board may form other commttees from time to time to carr out the
goals of the corporation.
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Section 15. Compensation and Reimbursement. Directors shall not be entitled to
compensation from the corporation for their services as Directors, but shall be entitled to
reimbursement of reasonable expenses, includig cost of travel, incured in the performance of their
duties-
Section 16. Attendance at Board Meetings by Telephone or Similar Communications
Equipment. Members of the Board may parcipate at meetigs of the Board and be counted toward
the required quoru by means of conference telephonig or similar communcations equipment by
means of which all persons paricipating in the meeting can hear one another.
Section 17. Rules of Procedure. The rules of procedure at meetigs of the Board shall be
rues contained in Rober Rules of Order on Parliamenta Procedure, curent version, so far as they
are applicable and are not inconsistent with these Bylaws, the Aricles of Incorporation or any
resolution of the Board of Directors.
Section 18. Conflcts oflnterest. The Board shall adopt policies and procedures regarding
Directors' conflicts of interest.
ARTICLE III
Offcers
Section 1. Number of Offcers. The offcers of the corporation shall be a Chair, a Vice-
Chair, a Secretar, and a Treasurer, each of whom shall be a member of the Board, and elected by
the Board at such time and in such maner as provided in these Bylaws. The Board may elect or
appoint such other offcers and assistant officers and agents as it deems necessar.
Section 2. Election and Term of Offce. The offcers of the corporation shall be elected at
the annual meeting of the Board. If the election of offcers shall not be held at such meeting, such
election shall be held as soon thereafter as convenient. Each offcer shall hold offce for a term of
one (l) year beging the first day following the anual meetig at which he or she was elected, and
may have additional consecutive term, except that the Chair may serve a maximum of two (2)
consecutive terms.
Section 3. RemovaL. Any offcer or agent elected or appointed by the Board may be
removed by the Board whenever in the judgment of the Board the best interests of the corporation
would be served thereby.
Section 4. Vacancies. A vacancy in any offce because of death, resignation, removal, or
otherwise, may be filled by the Board for the unexpired portion of the term.
Section 5. Chair. The Chair shall be the pricipal governg offcer of the corporation and,
subject to the control of the Board, shall in general supervise and control all of the business and
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affairs of the corporation. He or she shal, when present, preside at all meetings ofthe Board. He or
she may sign, with the Secreta or any other proper offcer of the corporation thereunto authorized
by the Board, any deeds, mortgages, bonds, contracts or other intrents which the Board has
authorized to be executed, except in cases where the signg and execution thereof shall be expressly
delegated by the Board or by these Bylaws to some other offcer or agent of the corporation, or shall
be required by law to be otherwise signed or executed and in general shall perform all duties
incident to the office of Chair and such other duties as may be prescribed by the Board from time-to
time.
Section 6. Past-Chair. The outgoing chair shall remain on the Executive Commttee in a
non-voting advisory capacity for an additional year. In the event the Past-Chair's term ends, the
Past Chair shall remain on the Board as a non voting member, and shall have a seat on the Executive
Commttee, as a non-voting member.
Section 7. Vice-Chair. The Vice-Chair shall assist the Chair with his or her work,
delegated by the Chair. The Vice-Chair wil act as Chair in the absence of the Chair.
Section 8. Secretary. The Secreta shall have overall responsibility for all record-keeping.
The Secretar shall perform, or cause to be performed, the following duties:
( a) Ensure that accurate record-keeping of proceedings of the Board's' meetings
and actions are distrbuted to Directors, and archived for that
purose;
(b) Ensure that all notices are duly given in accordance with the provisions of
these Bylaws or as required by the Act;
(c) Ensure the appropriate custody of the corporate records;
(d) Ensure that agendas are distrbuted for all meetings;
(e) In general, perform all duties incident to the office of Secretar and such
other duties as from time to time may be assigned to the Secreta by the
Chair or by the Board.
Section 9. Treasurer. The Treasurer shall have overall responsibility for all corporate
fuds. The Treasurer shall perform, or cause to be performed, the following duties:
(a) Ensure that ful and accurate accounts of all financial records of the
corporation are kept;
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(b) Ensure that all monies and other valuable effects in the names and to the
credit of the corporation are deposited in such depositories as
may be designated by the Board;
(c) Ensure disbursement of all fuds when proper to do so;
(d) Make fmancial reports as to the fmancial condition of the corporation to the
Board;
and
(e) In general, pedorm all of the duties incident to the offce of Treasurer and
such other duties as from time to time may be assigned to the Treasurer by
the Chair or by the Board.
ARTICLE IV
Executive Director
The Executive Commttee shall select an Executive Director to be hired by the corporation
who shall have broad responsibilties to implement Board policy and manage operations of the
corporation. The Executive Director shall not be a member of the Board. The Executive Director
shall create with the Board a mission and strategic plan to guide the corporation and ensure tht
external challenges are understood and acted upon, establish good workig relationships with the
communty, and in general help the corporation achieve its policies, goals and objectives. The
Executive Director is responsible for program plang and management, financial plang and
management, and human resource plang and management, all with guidelines established by
the Board.
The Executive Director shall have the authority to make all reasonable steps to achieve the
above goals including: hig of staff, determation of their compensation with guidelines
established by the Board hig of legal and accounting servces and record keeping, including
minutes of all Board meetings.
ARTICLE V
Contracts. Loans. Checks and Deposits
Section 1. Contracts. The Executive Director is authoried to enter into contrcts on behalf
of the corporation. In addition, the Board may authorize any offcer or offcers, agent or agents, to
enter into any contract or execute and deliver any instrent in the name of and on behalf of the
corporation, and such authority may be general or confmed to specific instances as stated in the
Financial Policies.
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Section 2. Loans to Corporations. No loan shall be contracted on behalf of the
corporation, and no indebtedness shall be issued in its name uness authoried by a resolution of the
Board of Directors. Such authority may be general or confmed to specific instances.
Section 3. Checks. Drafts. Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences shall be signed by the Executive Director, or by such offcer or
offcers, agent or agents, of the corporation and in such maner as stated in the Finacial Policies.
Section 4. Deposits. All fuds of the corporation not otherise employed shal be deposited
from tie to time to the credit of the corpration in such bans, trst companies, or other
depositories as the Board or the Executive Director may select.
ARTICLE VI
Fiscal Year
The fiscal year of the corporation shall be the calendar year.
ARTICLEVl
Corporate Books and Records
The corporation shall keep correct and complete books and records of account and shall keep
miutes of the proceedings of the Board of Directors. The Board shall arange an anual audit by a
certified public accountant. Executive Commttee decisions shall be recorded in minutes and
distrbuted to the Board. Records shall be open at all reasonable times to inpection by any Director
ARTICLE VIII
Indemnification of Directors and Offcers
The corporation shall indemnfy any person who was or is a par or is theatened to be made
a par to any theatened, pending, or completed action, suit or proceeding, whether civil, crial,
admstrative, or investigative, other than an action by or in the right of the corporation by reason of
the fact that the person is or was a Director or officer of the corporation, or is serving at the request
of the corporation as a Director or offcer of another corporation, parership, joint ventue, trst, or
other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incured by that person in connection with the action, suit or
proceedig, uness that person acted in bad faith and in a maner reasonably believed to be against
or opposed to the best interests of the corporation and, with respect to any crimal action or
proceeding, uness the person has reasonable cause to believe that the conduct was unawfu. The
termation of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere, or its equivalent, shall not of itself create a presumption that the person
acted in bad faith or acted in a maner which the person reasonably believed to be against or
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opposed to the best interests of the corporation and, with respect to any crial action or
proceeding, had reasonable cause to believe that the conduct was unawfuL.
The corporation shall indemfy any person who was or is a par or is theatened to be made
a par to any pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a Director or offcer of the
corporation, or is or was servg at the request of the corporation as a Director or offcer of another
corporation, parership, joint ventue, trst, or other enterprise, againt expenses, including
attorneys' fees, actually and reasonably incured by that person in connection with the defense or
settlement of the action or suit, judgments, and amounts paid in settlement actually and reasonably
incured in connection with the action, suit or proceeding, uness that person acted in bad faith and
in a manner reasonably believed to be against or opposed to the best interests of the corporation,
and, except that no indemnfication shall be made in respect to any claim, issue or matter as to which
that person shall have been adjudged to be liable for misconduct in the performance of that person's
duty to which such action was brought, shall determe upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, that person is fairly and
reasonably entitled to indemnty for those expenses and judgments.
To the extent that a Director or offcer of the corporation has been successful on the merts or
otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, that person shall be indemnfied against expenses, including attorneys' fees,
actually and reasonably incured in connection therewith.
Any indemnfication under ths Aricle, uness ordered by a cour, shall be made by the
corporation only as authorized in the specific case upon a determation that indemfication of the
Director or officer is proper in the circumtances because tht person has met the applicable stadad
of conduct set fort in this Aricle. Such determation shall be made (1) by the Board who were not
paries to such action, suit or proceeding; or (2) if such quoru is not obtainable, or, even if
obtainable, if a quoru of disinterested Directors so directs, by independent legal counel in a
written opinon.
Expenses incured in defending a civil or crial action, suit or proceedig may be paid by
the corporation in advance of the final disposition of such action, suit or proceeding as authoried in
the maner provided in the paragraph immediately above, upon receipt of an undertakng by or on
behalf of the Director or offcer to repay that amount uness it shall ultimately be determned that
that person is entitled to be indemnfied by the corporation as authorized in ths Aricle.
The indemfication provided by ths Arcle shall not be deemed exclusive of any other right
to which those indemnfied may be entitled by law, under agreement, by vote of disinterested
Directors, or otherwise. Indemnfication shall apply both as to action in that person's official
capacity, and as to action in another capacity while holding that capacity, and shall contiue as to a
person who has ceased to be a Director or offcer. Indemnfication shall inure to the benefit of the
heirs, executors, admnistrators, and personal representatives of that person.
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ARTICLE IX
Purposes
The puroses of the corporation are to improve the effciency of electricity use and reduce
the cost of achieving effciency improvements in the Pacific Nortwest though market
tranformation, and such other puroses as are not contrar to law.
The corporation shall receive and admnister fuds exclusively for educational and scientific
puroses without pecunar gain or profit, incidental or otherwise. Its purose shall be to engage in
activities permtted under section 501(c)(3) of the Internal Revenue Code, or the correspondig
section of any futue federal tax code and to carr on such activities without limtation, except
activities which are otherwise proscribed by law. No such activity shall be such as is not permtted
by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue
Code of 1954, or any corresponding futue provision of the Interal Revenue Code. The corporation
shall not attempt to inuence legislation by propaganda or otherwise, except as permtted by law,
nor shall it intervene in, or paricipate in, any political campaign on behalf of any candidate for
public offce. No par of the net eargs, if any, of ths corporation shall inure to the benefit of any
private individual, and no Director or offcer of the corporation shall receive any pecunar benefit
from the corporation, except such reasonable compensation as may be allowed for services actually
rendered to the corporation.
ARTICLE X
Distribution on Dissolution
Upon the dissolution or other termtion of the corporation, no par of the corporation or
any of the proceeds shall be distrbuted to, or inure to the benefit of, any offcer or Director of the
corporation. All such propert and proceeds, subject to the discharge of valid obligations of the
corporation and to the applicable provisions of the Act, shall be distrbuted as directed by the Board
among one or more corporations, trsts, communty chests, fuds, or foundations organzed and
operated exclusively for chartable, scientific, literar, or educational puroses of the tye which
qualify for federal income tax exemption under Section 50 1 (c)(3) of the Internal Revenue Code of
1954, no par of the net earings of which inure to the benefit of any private shareholder, member, or
individual, and no substatial par of whose activities consist of carring on propaganda, or
otherwise attempting to influence legislation, and which does not parcipate or intervene in any
political campaign on behalf of any candidate or public office.
ARTICLE XI
Amendments
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These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any
anual, regular or special Directors' meeting. The text of any proposed amendment to the Bylaws
shall be included in the notice sent to the Directors prior to the meetig.
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NORTHWEST ENERGY EFFICIENCY ALLIANCE
BOAR OF DIRECTORS ELECTION POLICIES
Adopted by Board of Directors, October 18, 2007
Amended October 15, 2009
Effective January 1, 2010
1. Board Terms. Directors wil be seated in ths maner:
(a) Directors from the eight largest direct funding utilities. Each wil
serve a two-year term.
(b) Directors from the remaining funding utities. Of the up to four
Directors selected by the remaing direct fudig utilities, each wil serve
a two-year term, serving two years on the Board followed by two years
off. At that time the utility wil seat a representative for another two year
term.
In the event that any of these fuders decline a Board seat, the Governance
Commttee, in consultation with these remainng fuding utilities, wil
determe the most favorable rotation scenaro to ensure that at least thee
of the remainig direct fuding utilties are represented on the Board.
(c) Director representig the indirect funders. The Director wil serve a
two year term. The Board wil seat the director selected by the PPC.
(d) Directors from the states. From the western side of the region, Oregon
and Washigton wil seat a Director for a two year term that rotates
between them. From the easter side of the region, Idaho and Montaa
wil seat a Director for a two year term that rotates between them.
(e) Director representing the public interest. The Director representig
the public interest wil be elected for a two-year term by the commttee
identified in Section 3(b).
2. Desired Attibutes for Board Directors. To achieve one of the key goals in
revisiting the governance strctue of NEE A, the appointing and electing entities shall strve to
have their selection for Directors meet the following desired attbutes for Board of Director
membership. These attbutes are not intended to prohibit any individual from paricipation, but
intead seek to describe individual skills and knowledge that wil benefit NEEA as a policy
board.
(a) Suggested attbutes for aU NEEA Board of Director members:
(1) Have direct access to their organation's key decision maers. Ths
tyically means the candidate:
1. Is at a senior executive leveL.
2. Overees entie sets of fuctions and know how to ensure
accountabilty agait goals without direct oversight or imersing
themelves in the details.
3. Is responsible for large budgets and knows what to look for to
assure themselves that fuds are used as intended and are
accounted for.
4. Is a key ther/player in formulating and plang against
corprate strategy.
5. Creates and tracks corporate level business plans.
6. Has a firsthand grasp of the role between a board and the operating
organation, such as that found in the Boardixecutive Director
relationship.
(2) In a group setting they are critical thiers and can readily give and take.
(3) Have excellent skils at paricipating in a group so that the group stays on
track, promotes discussion and understanding of disparate views; can
reach workable compromises.
(4) A person who does or wil care deeply about and be supportive ofNEEA's
mission or an executive who wants to do the "right" thg and understads
the business rationale for doing so.
(5) Has the abilty to commt fuding or diect access to those who do.
(b) Additional attibutes for NEEA Board of Director member
representing the indirect funders:
(1) Able to represent broad interest of ths group
(2) Widely respected with public power in the region.
(c) Additional attbutes for NEEA Board of Director members
recommended by a Governor.
The Board may request a Governor to recommend a well regarded expert whose
attbutes would strengthen the Board with a paricular skill or perspective. Such a director
might be an expert involved and famliar with the key issues affecting energy effciency in the
region. A governor recommended Director would not be limted to the Governor's staff, but
could be selected from a wider field.
(d) Additional attbutes for NEEA Board of Director member elected to
serve representing the public interest.
The Board may elect a Director who represents the broad public interest whose
attbutes would strengten the Board with a paricular skill or perspective. Such a Director
might be an expert involved and famliar with the key issues affectig energy effciency in the
region and who could effectively represent the broad public interest.
3. Process for selection of Directors representing the indirect funders and the
public interest.
(a) Process for selecting the Director representing the indirect funders of
NEEA.
The Public Power Council (PPC) selects a representative of the indiect fuders to
serve a two year term. This process wil be defined in parership with the Executive Director,
Board Chair, and the PPC. The Board shall seat the representative selected by the PPC.
(b) Process for selecting the Director representing the public interest.
As the end of the two year term for ths seat approaches, the Board shall engage in
a conversation prior to the formation of a selection commttee to provide input to this commttee
on specific attbutes, associations, areas of interest, etc, if any, that they would like to see in ths
representative.
The outgoing Governor's representative shall then select a commttee comprised
of up to six (6) non-utility individuals. Ths commttee could include the two Governor
recommended Directors and the incumbent Director representing the public interest, as well as
thee others representing organzations in the energy field concered with the public's interest.
No person or organization interested in this seat shall paricipate on this commttee. This
commttee wil select the candidate for the seat. In the event the commttee is unable to reach a
decision on a candidate then the Board of Directors shall select the candidate for the seat.