Public Board Policies
Following are MPE Board Policies that have been made public:
POLICY A-5: TREATMENT OF INQUIRY/OFFER TO ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE COOPERATIVE'S ASSETS
To establish an outline of procedures and due diligence determinations that must be followed in the event of receipt of an inquiry or offer to acquire all or substantially all of the Cooperative’s assets by purchase, merger or consolidation; to minimize the costs and disruption to the Cooperative involved in undertaking repeated due diligence reviews, and to assist the Board of Directors to carry out their duties to the Cooperative, in the best interests of the Cooperative and its members.
A. Communication With the Board
If any inquiry or offer is received by the Cooperative, or any representative of the Cooperative, the representative receiving the inquiry or offer, the President and the General Manager will confer immediately; and the President and General Manager will inform the Board of Directors of the inquiry or offer as soon as practical to do so.
B. Determination Of A Valid Inquiry Or Offer
The Board of Directors will consider any inquiries or offers which meet the criteria in paragraph one below.
1. The inquiry or offer must disclose the identity of the person, corporation or other entity submitting the inquiry or offer (the "Interested Party") and be executed by an authorized representative of the Interested Party.
a. The inquiry or offer must contain the names, addresses and telephone numbers of persons representing the Interested Party with whom the Board may communicate, and from whom the Board may secure authoritative answers regarding the inquiry or offer.
b. The inquiry or offer must provide that the Interested Party will not issue any press releases or discuss the inquiry or offer with the media without prior written consent of the Cooperative. The inquiry or offer must contain a provision that the Interested Party will refrain from issuing statements or advertising regarding the offer.
c. The inquiry or offer must not be in direct conflict with the terms of the Cooperative’s Articles of Incorporation, Bylaws, mortgage or loan agreements, the Cooperative’s wholesale power supply contract with Tri-State Generation and Transmission Association, Inc., other contracts to which the Cooperative is a party, this Policy, or any applicable law or policy.
d. In light of the expense involved in evaluating and responding to an inquiry or offer, the Board may require an amount to be paid into escrow before considering the inquiry or offer to be valid. The amount will be acceptable to the Cooperative and will be no greater than 10% of the amount of the inquiry or offer. The terms of the escrow agreement will be negotiated between the Interested Party and the Cooperative prior to evaluation of the inquiry or offer by the Cooperative. The escrow account may be used to pay for all costs (including managerial, accounting, engineering and legal) of studies, reviews, analyses and appraisals by and for the Cooperative in its evaluation of the inquiry or offer.
2. If an inquiry or offer is received by the Cooperative, or any representative of the Cooperative, which does not meet the above criteria for a valid inquiry or offer, it will be rejected without consideration. The recipient of such inquiry or offer will notify the person, corporation or entity submitting the inquiry or offer that pursuant to the terms of this policy, the Board of Directors, on behalf of the Cooperative, will respond only to inquiries or offers that comply with the terms of this policy.
3. If at any time it is determined that a valid inquiry or offer is not in the best interests of the Cooperative or its members, it will be rejected by the Board and the Interested Party will be notified of the rejection and the reasons for the rejection. The Interested Party may submit additional information in support of the inquiry or offer, for consideration by the Board, within a reasonable period of time following its rejection.
C. Procedure For Consideration Of A Valid Inquiry Or Offer
Upon determination that an Inquiry or Offer is valid, the Board will:
1. Designate an individual or individuals from the Cooperative to receive all communications, including telephone calls and written communications from the Interested Party and the media. This individual or individuals will understand and follow this Policy, but not have authority to bind the Board or the Cooperative on any matter regarding the Inquiry or Offer.
2. Enter into a confidentiality agreement with the Interested Party providing that all information provided by the Cooperative and all information received from the Interested Party will remain confidential and not subject to any media, member or public disclosure without prior written mutual agreement.
3. Obtain such independent appraisals as may be appropriate concerning the value of the Cooperative and/or its assets. The appraisal should use commonly accepted evaluation methods. In the event of a merger or consolidation, an appraisal of values will be obtained of the Interested Party.
4. Request detailed information from the Interested Party, such as annual reports, tax returns and Form 10k filings dating back at least five (5) years, full copies of all relevant audits, internal planning documents, tariffs, rules and regulations, administrative, management and Employee policies, internal planning documents, union contracts; a current stockholder or member list, a list of all pending court and administrative proceedings, a list of any claims which the Interested Party could reasonably foresee could result in a court or administrative proceeding, and any relevant operations manuals, engineering studies, environmental studies, construction plans and environmental impact statements or Borrower's Environmental Reports.
5. Obtain a comparison of the Cooperative's and the Interested Party's present and reasonably foreseeable future rates, fees and charges, including service extension requirements and other service rules and regulations, adequacy and reliability of service, and any other considerations relevant to the provision of electric service; a 10 year Financial Forecast will be made by qualified independent auditor.
6. Obtain a comparison of the Cooperative's and the Interested Party's historic, present and reasonably foreseeable future support of and participation in the improvement of the communities that they serve.
7. Request the Interested Party to submit a written opinion prepared by a qualified Tax Attorney or Accountant on the potential tax liabilities of the transaction to the Cooperative and its members.
8. Undertake any other investigations, studies or comparisons which the Board considers relevant to its evaluation of the Inquiry or Offer.
9. Notify the other parties to any "First Right of Refusal Agreement" such as the Tri-State System Compact, that the Board is in the process of evaluating a valid Inquiry or Offer.
10. Evaluate the Inquiry or Offer in accordance with the terms of this Policy, considering the evaluation criteria set forth in this Policy and any other criteria, which the Board deems relevant.
D. Evaluation Criteria
As provided in this Policy, the Board may consider any criteria, which the Board deems relevant in its evaluation of an Inquiry or Offer. To the extent practicable, and so long as not inconsistent with the best interests of the members, the Board will consider each of the following criteria:
1. Whether the Inquiry or Offer is in the best interest of the Cooperative's present and future members. In determining whether the Inquiry or Offer is in the members' best interests, the Board should consider both economic and non-economic matters, both at the present time and for the reasonably foreseeable future. In considering an Inquiry or Offer to consolidate or merge with another electric cooperative, the consideration will include but not be limited to whether the Inquiry or Offer is likely to:
a. Contribute to greater operating efficiency and financial soundness;
b. Mitigate high electric rates and or rate disparity;
c. Help the Cooperative to diversify its loads or otherwise hedge risks;
d. Have beneficial effects on rural economic development in the service territory, such as diversifying the economic base or alleviating unemployment; and
e. Provide other benefits consistent with the purpose of the Rural Electrification Act.
2. The results of the independent appraisals concerning the fair value of the Cooperative and/or the Interested Party. Although the Board will consider all such information and opinions, it will have the final responsibility to make the Cooperative's official determination of value and of whether acceptance of the Inquiry or Offer is in the best interests of the Cooperative and its members.
3. Whether the Inquiry or Offer is in compliance with all applicable laws, regulations and requirements of the Cooperative's Articles of Incorporation, Bylaws and Policies.
4. Whether the Inquiry or Offer complies with all the requirements of the Cooperative's mortgage and loan documents.
5. Whether the Inquiry or Offer is in compliance or would allow the Cooperative to comply with all contractual obligations with other parties, including Tri-State Generation and Transmission Association, Inc.
6. Whether rates, fees and other charges, and service rules and regulations of the Interested Party will be at least equivalent to, or better than, those of the Cooperative, both at the time of the Inquiry or Offer and for the reasonably foreseeable future, but for a minimum of five (5) years. In evaluating rates, the Cooperative's deferred patronage dividends will be taken into account. In addition, the Board should consider how the members' rates may be impacted in the future by the cost of the acquisition.
7. Whether the Interested Party's electric service would be at least as reliable as that provided by the Cooperative at the time of the Inquiry or Offer and as projected into the reasonably foreseeable future.
8. Whether other service functions affecting the members would be at least as good as those afforded by the Cooperative.
9. Whether the Interested Party is financially able to consummate the Inquiry or Offer. The Board should also consider the source and feasibility of the proposed financing.
10. Whether the Interested Party would continue or enhance the Cooperative's community involvements.
11. Such other criteria as the Board may deem appropriate for consideration as part of its due diligence.
E. Procedure Following Evaluation
If, after evaluation, a two-thirds (2/3) majority of the full Board as defined in the Bylaws, determines that the sale, lease, merger or other acquisition proposed by the Inquiry or Offer may be in the best interests of the Cooperative and its members, the Board will:
1. Notify the interested Party of the Board's intent to further pursue the transaction or amended transaction as countered by the Cooperative, subject to written agreement by the Interested Party to the following minimum terms and conditions:
a. That the Cooperative is released from or otherwise satisfies its Wholesale Power Contract; with Tri-State Generation & Transmission Association.
b. That the transaction is contingent upon the Cooperative's compliance with any "First Right of Refusal Agreement".
c. That any adverse tax impacts upon the Cooperative as an entity and its present and former members will be minimized to the extent practicable.
d. That all existing full time Employees of the Cooperative are offered continued employment under terms to be established by the Board of Directors.
e. That the Interested Party will indemnify and hold harmless any Employees, Directors, Officers, agents, servants, Attorneys, accountants, consultants, representatives, affiliates, subsidiaries and insurers of, and all others acting in privity with, the Cooperative for any actions taken in connection with the Inquiry or Offer.
f. That the total consideration for the transaction will be paid directly to the Cooperative or its account; provided, that an Inquiry or Offer of merger or consolidation may provide for acquisition of stock, or other capital investment in the surviving or new entity, by the Cooperative's members in exchange for their deferred patronage dividends and membership.
g. That the transaction will become void if all regulatory and contractual approvals are not obtained within a reasonable time after member approval.
2. After the Board has received the Interested Party's written agreement to the terms and conditions described above, submit a "Notice of Opportunity to Exercise Refusal" (or "Final Notice of Proposal to Sell"), as that term is defined in any First Right of Refusal Agreement, to those parties having such rights thereunder. Once this notice has been submitted, the Board will not permit the Interested Party to change any material terms in either its Inquiry or Offer or its written agreement to the terms and conditions as provided in this policy. No further action will be taken with respect to the Inquiry or Offer until the terms of the First Right of Refusal Agreement have been complied with.
3. If a party to any First Right of Refusal Agreement exercises its rights thereunder (the "First Refusal Offer"), proceed with a vote of the members on the First Refusal Offer pursuant to this Policy. The Board will only proceed with a vote on the Inquiry or Offer if no party to a First Right of Refusal Agreement has exercised its rights thereunder, or if the Cooperative's members have rejected the First Refusal Offer.
4. Before submitting the Inquiry or Offer or the First Refusal Offer to a vote of the members, notify the Interested Party, and if applicable, the party making the First Refusal Offer, of the Board's intention to submit it to a vote of the members.
5. Once the above procedures have been followed, notify the members in writing of its intent to submit the Inquiry or Offer or the First Refusal Offer to the membership for a vote. The notice will include:
a. A summary of the final terms and conditions of the Inquiry or Offer and, if applicable, the First Refusal Offer;
b. A statement of the Board's position with respect to the transaction;
c. A brief description of the procedures that will be followed to obtain membership and other approvals of the transaction;
d. A statement that the members may review a copy of the Inquiry or Offer and, if applicable, the First Refusal Offer at the Cooperative's offices during regular business hours; and
e. The name of the person or persons whom members may contact with questions regarding the Inquiry or Offer and, if applicable, the First Refusal Offer.
6. Call a membership meeting for the purpose of voting on the matter. The meeting will be called pursuant to the Cooperative's Articles of Incorporation, Bylaws and Policies and pursuant to state statutes.
7. Conduct any meeting of the members to vote on the Inquiry or Offer or the First Refusal Offer according to Colorado statutes, the Cooperatives Articles of Incorporation and Bylaws.
8. If the members vote to approve the Inquiry or Offer or the First Refusal Offer, take all actions necessary to finalize the transaction and, if necessary, dissolve and wind up the business of the Cooperative; provided, that it will be the responsibility of the Interested Party to obtain all necessary regulatory and contractual approvals. Unless such approvals are obtained within a reasonable period of time, the transaction will be deemed to be null and void.
F. Follow-Up On Inquiries Or Offers
If at any time an Inquiry or Offer is rejected, whether by the Board or by the members, or if an Inquiry or Offer is withdrawn by the Interested Party, or if any regulatory or contractual approvals are denied, any further such inquiry or offer by the Interested Party or any of its affiliates or subsidiaries within two (2) years after the date of the rejection or withdrawal will be rejected by the Board as non-valid unless it materially differs from the rejected or withdrawn Inquiry or Offer.
G. Mergers or Consolidations
This Policy will apply equally to mergers and consolidations as well as to offers to acquire the Cooperative's assets by purchase. The Board will make a determination following advice of management and legal counsel, by Board resolution, concerning the degree of applicability of each of the provisions of this Policy and concerning any additional criteria or procedures to be followed.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY A-6: SELECTION OF ATTORNEY, DUTIES & COMPENSATION
To establish general guidelines covering the Cooperative's relationship with its Attorney.
A. Selection and Retention of Attorney as Cooperative Attorney
1. A committee of Directors will be responsible for recommending to the Board of Directors the Attorney to be retained by the Cooperative as Cooperative Attorney.
2. The Attorney will serve at the pleasure of the Board. When the General Manager believes it to be appropriate, he/she will recommend to the Board that the services of the Attorney be altered or terminated.
3. A written Agreement providing for the terms and conditions of the Attorney’s services to MPEI will be developed and signed by MPEI and the Attorney; said agreement shall be reviewed prior to the beginning of each calendar year.
B. Special Counsel
1. Upon the recommendation of the Cooperative Attorney or the General Manager, the Board of Directors may retain special legal counsel to perform specialized legal services for the Cooperative.
C. Attorney's Duties, Responsibilities and Compensation
1. The Attorney will serve as the Cooperative Attorney and chief legal advisor. His/her duties and responsibilities will encompass all legal matters related to the business and affairs of the Cooperative, unless such matter has been referred to special counsel.
2. The Attorney represents the Cooperative as an independent legal entity (MPEI) and owes professional allegiance to that entity. The Attorney will deal with the Cooperative through its duly-authorized constituents in the following manner.
a. The Board of Directors will have the ultimate decision-making authority for all legal matters;
b. In the ordinary course of affairs, however, the Attorney will deal with, and shall provide advice and legal representation to the entity through the General Manager and such other employees as may be designated by the General Manager from time to time, with such relationship being subject to review and modification by the Board;
c. The Attorney will not perform legal services or render legal advice at the request of a Board member, Cooperative member, or group of Cooperative members unless authorized to do so by the General Manager or the Board of Directors;
d. The Attorney will advise the Board and the General Manager if he/she believes there is a possibility of conflict between the Cooperative and any of its constituents such as Officers, Directors, Employees or Members.
3. With due regard to the fact that he/she has other professional commitments, the Attorney, to the extent practicable, should give the Cooperative priority in his/her work schedule and be available for routine telephone and office consultation with the General Manager and other employees designated by the General Manager concerning matters of legal interest to the Cooperative.
4. Unless requested to do otherwise, the Attorney will refrain from expressing opinions related to management or policy matters except in those cases where potential legal problems may be involved.
5. The Attorney is encouraged to attend all regular and special meetings of the Board of Directors, and the Annual Meeting of Members, unless requested not to attend by the Cooperative's President, for which attendance he/she will be compensated at the rate agreed upon by the Attorney and the Board of Directors for his/her regular legal services, together with the reasonable costs of attendance at such functions including transportation costs as hereinafter specified.
The Attorney will, whenever possible, attend any and all other meetings and functions, as directed by the Board of Directors from time-to-time, and perform such legal services as requested by the Cooperative for which the Attorney will be compensated at the rate agreed upon by the Attorney and the Board of Directors for his/her regular legal services, and by the reimbursement of reasonable costs, together with transportation costs and mileage as hereinafter specified.
6. The Attorney is encouraged to participate in and attend meetings sponsored by the Colorado Rural Electric Attorneys and Legal Seminars given annually by the National Rural Electric Cooperative Association, and when specifically authorized by the Board to attend other meetings the Board deems important and necessary, for which attendance he/she will be compensated at the rate agreed upon by the Attorney and the Board of Directors, together with the reimbursement of reasonable costs of attendance, including transportation costs and mileage.
7. Where such function is within the State of Colorado, or at a location where transportation to such location by air travel is impractical (such as Cheyenne, Wyoming, Wichita, Kansas, etc.) and the Attorney furnishes the vehicle used in reaching such location, the said Attorney will be paid the Internal Revenue Service standard rate for business miles as reimbursement for each mile traveled to and from such location. Such mileage will also be paid to the Attorney from the Attorney's residence to and from the airport if air travel is used.
In the event air travel is utilized, the Attorney will be reimbursed for the actual costs incurred in purchasing such transportation, together with mileage reimbursement to and from the airport as above stated.
The normal method of travel to and from locations outside the State of Colorado, except as stated above, will be by commercial, coach, air service.
8. Attorney business travel insurance will be carried by and paid for by the Cooperative.
9. Fines and penalties incurred by the Attorney for the violation of laws and/or ordinances in traveling on Cooperative business will not be paid for by the Cooperative, either directly or indirectly.
The Board President and the General Manager will be responsible for the administration and compliance of this policy.
POLICY A-7 SELECTION OF INDEPENDENT AUDITOR
To establish the general guidelines covering the cooperative’s relationship with its independent auditor.
A. Selection and Retention of Independent Auditor as Cooperative Independent Auditor
1. A committee of Directors, the General Manager or Manager of Finance, if directed by the Board, will recommend to the Board the Independent Auditor to be retained by the Cooperative. Competitive audit proposals shall be solicited and evaluated at least every 5 years.
2. The Independent Auditor will serve at the pleasure of the Board. When the General Manager believes it to be appropriate, he/she will recommend the Board terminate the services of the Independent Auditor.
3. The Independent Auditor will have a direct reporting relationship to the Board to perform audits of records and accounts. The General Manager shall be kept informed, provide all possible assistance and make records and accounts available. The Board and/or General Manager shall be responsible for requesting professional comments beyond minimum audit requirements. When rendering account advice and assistance in connection with day to day operations, the Independent Auditor reporting relationship will be directly to the General Manager and the Manager of Finance to cooperative staff.
4. The Auditor shall provide an in depth review of financial and cash management and controls, to provide assurance to the Board that effective end results are being achieved by:
a. Audit of accounting records and related practices to meet the requirements and make recommendations of the lender; RUS, and any regulatory agencies.
b. Annually review compliance with IRS requirements and make recommendations.
5. The Independent Audit firm shall change the Partner in charge of the audit after the Partner in charge has served three consecutive years on the audit.
The Board and the General Manager will be responsible for the administration and compliance of this policy.
POLICY A-8: CORPORATE CREDIT CARD & EXPENSES REIMBURSEMENT POLICY
To provide guidelines and information on the approval and use of the Cooperative’s Credit Card and Reimbursement of Association Related Expenses.
A. Corporate Credit Card
1. The General Manager (GM) is authorized to approve issuance of an Association corporate credit card to cooperative employees. The corporate credit cards are only authorized for business related expenses. The GM shall set appropriate dollar limits on the respective credit cards depended upon the specific use of the credit card.
2. The corporate credit card is not authorized or intended for personal use; however, inadvertent personal charges placed on the corporate credit card shall be reimbursed to the Association in a timely fashion. The GM may revoke the use of a corporate credit card for any reason.
3. Corporate credit card users shall provide the Accounting Department with card receipts and if requested additional descriptions of the expenditures.
B. Reimbursement of Association Related Expenses
1. Expenses incurred by a MPEI Director, Management, or cooperative employees on authorized business travel, the normal course of business or the procurement of materials, equipment or supplies shall be reimbursed by MPEI, subject to the terms and conditions set forth herein.
2. Directors, Management and cooperative employee members shall be required to record the amount and a description of the expenditures on an Expense Report Form or credit card statement and provide receipts. Reimbursement receipts should include a brief description of the MPEI business purpose and list the individuals in attendance.
3. All GM expense reimbursements shall be subject to the approval of the Board.
4. All cooperative employees’ expense reimbursements shall be subject to the approval of their Manager or the General Manager.
5. Directors. Management and cooperative employees shall be reimbursed for necessary and reasonable travel, lodging, meals and other business-related expenses. The Board or the GM reserve the authority to request additional information regarding requested reimbursement and reserve the authority to deny unreasonable expenditures. The reimbursement of Board of Directors expenses is further outlined in Board Policy No. D-4 Directors’ Attendance at Meetings and Compensation.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY B-1: BOARD OF DIRECTOR AND GENERAL MANAGER RELATIONS
A. To establish the basic relationships between the Board of Directors and the General Manager so that accepted management principles and practices can be observed.
B. To define the delegations from the Board of Directors to the General Manager so that the business of the Mountain Parks Electric, Inc. (MPEI) may be conducted expeditiously as possible.
C. To clarify the responsibilities and authorities of the General Manager so that the Board members and employees may understand the proper procedures for the operation of MPEI’s business.
The Bylaws of MPEI state that the “General Manager shall perform such duties and exercise such authority as the Board may from time to time vest in that person.
In accordance with this provision, it shall be the policy of the Board of Directors of MPEI to use the following outline for the management of MPEI.
A. Relationships:
- The Board recognizes its responsibility for the employment of a General Manager whose management skill and judgment will ensure the continued successful operation of MPEI.
- The Board further recognizes that the responsibility of day-to-day operations be delegated to the General Manager, with the Board’s management role being reserved for making policy decisions, the review of operational activities for conformity to policy, and for the strategic planning for the future.
- It shall be understood that the authority for the management of MPEI shall pass through the General Manager and the General Manager shall be the communications link between the Board of Directors and the employed personnel.
- The Board of Directors believes that the efficient management of MPEI can exist only through mutual understanding and cooperation between the Board and the General Manager. The General Manager is expected to produce results and to provide the Board with an accounting of stewardship of cooperative assets.
- The Board of Directors shall provide periodic review and critique of the General Manager’s performance. Said reviews shall be at six month intervals during the first year of employment, and annually thereafter. The performance review shall be in written form, utilizing the forms that General Manager shall furnish for that purpose.
- The Board may appoint the General Manager to represent the Association in any member organization or association as the Board may from time to time direct.
The Board of Directors and the General Manager shall be responsible for implementation of this policy.
The General Manager is empowered and required to institute such actions as are necessary to manage the overall operations of MPEI in the most effective manner possible, and consistent with all applicable laws and regulations.
A. PLANNING
1. Develops Board policies for consideration and approval by the Board.
2. Develops detailed operating procedures within the framework provided by the Board policies.
3. Formulates, with the staff, annual capital and O&M budgets and recommends them to the Board for their consideration.
4. Develops a retail rate structure, in consultation with outside assistance, and the Manager of Finance, for Board approval.
5. Develops with staff and the Board, the Strategic Plan of MPEI, on an annual basis.
6. Reviews power supply requirements periodically, and makes appropriate recommendations to the Board.
7. Analyzes effectiveness of each annual meeting; reports to the Board.
8. Recommends Bylaw revisions to the Board and the reasons therefore, in consultation with the Attorney.
9. Reviews with staff and determines the use of existing facilities, equipment, and physical arrangements.
10. Maintains, within Board approved policy, a systematic wage and salary program of classifications and salary ranges for each position; assures competitive compensation, in conjunction with a systematic program of appraisal and review.
B. ORGANIZING
1. Determines the organization structure best suited to accomplishing the Cooperative’s objectives.
2. Determines the need for additional positions or transfer, reassignment or elimination of positions, and makes needed changes, within the limitations of personnel costs in the budget.
3. Selects, appoints, transfers, and, if necessary, releases employees. Reviews all terminations of employment by the Cooperative.
4. Reviews and approves salary adjustments for employees, (except the General Manager salary), within the approved wage and salary plan and the limitations of the budget.
5. Conducts labor surveys, to determine salaries paid for comparable jobs in the area in which the Cooperative recruits personnel.
6. Ensures that a performance appraisal program is established and carried out for all employees and reviews all appraisals.
7. Ensures that written position descriptions are prepared for all personnel.
8. Administers or approves activities and actions with respect to vacations, holidays, sick leave and other fringe benefit programs for the personnel within established policies.
9. Recommends to the Board the employment of principal consultants including contracts and agreements for their services. The awarding of all contracts with consultants shall comply with RUS policies and procedures.
10. Recommends to the Board outside specialized consultants to provide advice and assistance on internal operations or in an emergency, and negotiates contracts or agreements for services of such specialized consultants.
C. DIRECTING
1. Directs the day-to-day operations and activities of MPEI in accordance with all applicable laws and regulations.
2. Designates an employee to serve as Assistant General Manager in absence of the General Manager.
3. Ensures that a program of community and economic development is developed and implemented.
4. Communicates with staff information on changes to policy, organization, or any new decision affecting them.
5. The General Manager may delegate to other employees any authority granted to him by the Board; however, the General Manager shall be held responsible by the Board for decisions made by said employees.
D. COORDINATING
1. Coordinates with organizations such as CREA TSG&T, WUE and NRECA, within Board policy, to develop programs furthering the cooperative’s objectives and policies.
2. Coordinates with local groups to foster their understanding and support of the Cooperatives objectives and programs.
E. CONTROLLING
1. Submits periodic and special reports to the Board on conformity of operations to policies and programs; remedial actions if necessary.
2. Administers the approved capital budget, including approval of non-budgeted items up to $50,000 or all non-budgeted items which are vital to affect unanticipated emergency maintenance or repairs.
3. Administers the approved operating & maintenance budget, including approval of non-budgeted expense categories up to $150,000 or all non-budgeted expense categories which are vital to affect unanticipated emergency maintenance or repairs.
4. Submits periodic and special reports to the Board as to receipts, disbursements, and cash balances to keep the Board informed of the financial position of the Cooperative and any deviation from financial plan.
5. Determines the amount of, and establishes the control of physical inventories, including disposing of surplus or obsolete supplies.
6. Submits periodic analyses of members’ complaints, and quality of service to the Board, together with a report on corrective actions taken.
7. Oversees the negotiation of contracts for construction in accordance with RUS procedures and approves those contracts with labor only costs of less than or equal to $50,000.
8. Oversees the approval of change orders on contracts previously approved if cumulatively less than 15% of the original contracts value. The Board will be provided with summary data on the status of all change orders on contracts for informational purposes.
9. Authorizes individual and cooperative memberships in civic clubs and local organizations which membership would be beneficial and to authorize payment of dues by the Cooperative.
10. Submits monthly reports to the Board of Directors and oversees the preparation of the Board agenda and detailed board packet.
Functions of the Board
A. PLANNING FUNCTION – CONSIDERS AND ADOPTS SHORT- AND LONG-RANGE PLANS WITH RESPECT TO:
1. Determining policies, objectives, and results desired.
2. Reviewing and approving the capital and operating budgets.
3. Reviewing and adopting, the long range financial plans and policies essential to maintaining a sound financial structure.
4. Review in consultation with the General Manager, broad personnel policies to accomplish the objectives of the Cooperative.
5. Determining, in consultation with the General Manager, communications policies for maintaining a well-informed membership.
B. LEGAL ENTITY FUNCTION – ESTABLISHES AND MAINTAINS LEGAL ENTITY WITH RESPECT TO:
1. Compliance with all legal requirements.
2. Selection of attorney, upon recommendations of the General Manager.
3. Studying, considering, and adopting changes in the Bylaws, and keeping membership informed of such changes and the reasons therefore.
4. Executing legal contracts, such as loan agreements, engineering service agreements and contracts, and wholesale power contracts.
5. Conducting all Board meetings and membership meetings in a manner meeting all legal requirements, properly recorded and officially approved.
C. TRUSTEESHIP FUNCTION – ACTS AS TRUSTEE OF OWNER INTERESTS WITH RESPECT TO:
1. Conducting well planned membership meetings so as to adequately report to members on the affairs of their business.
2. Keeping informed and developing their own skills and understanding as individual Board members.
3. Assisting new Board members to develop understanding and acceptance of their functions as members of the Board-management team.
4. Participating, as a Board and as individual members of the Board, in such outside activities as are deemed advantageous to enhance the prestige of the Cooperative.
5. Seeing that a continuous program of member and public information, and effective relations in both areas, is carried out.
D. RESOURCES FUNCTION – PROVIDES OPERATING REQUIREMENTS WITH RESPECT TO:
1. Authorizing the funding, facilities and equipment necessary to carry out the objectives of the Cooperative. The Board delegates to the General Manager all purchasing within the limitations of the budget and the established Board policies.
2. Appointing committees, when necessary, and receiving reports and recommendations from special or ad hoc committees.
3. Selecting and employing a competent General Manager; delegating to the General Manager the complete responsibility and authority to select the employees, and direct and terminate their employment.
E. CONTROLLING FUNCTION – ESTABLISHES CONTROLS WHICH IT USES IN APPRAISING THE EFFECTIVENESS OF THE OPERATIONS BY:
1. Reviewing periodic reports from the General Manager for conformity to the adopted objectives, policies and major goals.
2. Selecting the independent audit firm, reviewing the annual financial audit and seeing that remedial action, if needed, is taken.
Directors grant to the General Manager all of the authority necessary to operate the Cooperative in accordance with its decisions, and policies. The Board of Directors does hold the General Manager accountable to them for all actions taken by the General Manager or employees.
POLICY B-2: GENERAL MANAGER'S VEHICLE
To establish guidelines for the use of a vehicle by the General Manager.
A. The Cooperative will provide a reliable vehicle for the use of the General Manager in performance of his/her duties.
B. This vehicle may be used for personal use by the General Manager. If the General Manager uses the vehicle out of the State of Colorado for personal use, he/she will be responsible for his/her own gasoline but not repairs or service.
C. Other uses of this vehicle may be approved by the Board of Directors.
The Board of Directors and General Manager will be responsible for the administration and compliance of this policy.
POLICY B-14: WORK FLOW PROCEDURES - WORK ORDERS
To establish a work orders workflow procedure.
A. Any work that involves a continuing property record, either installed or removed, shall require a work order number.
B. The Engineering Department shall issue the work order number.
C. The Engineering Department will receive all requests for line extensions, new services, service upgrades, or service retirements.
D. The Engineering Department will site visit all new line extensions and services to determine the best way for Mountain Parks Electric, Inc. to extend electric service to the applicant.
E. The Engineering Department shall design all line extensions and services under the guidelines of the most recent version of Mountain Parks Electric’s Electric Service Construction Standards.
F. The Engineering Department shall size the line extension based on the load sheet or subdivision plat provided by the applicant for service and the anticipated capacity required for the future.
G. The Engineering Department shall determine the phasing and sectionalizing for the line extension.
H. The Engineering Department shall estimate the construction cost of each work order and contract with the applicant for any construction charges and capacity charges due from the applicant, bearing in mind any extraordinary construction conditions, including, but not limited to stream crossings, road crossings, right of way clearance, line clearance, hot work, etc.
1. The Engineering Department shall notify the Operations Department of special equipment, materials required, and coordinate metering.
2. Construction changes requested by the applicant outside the scope of the original contract shall be documented with a change order. Major changes will require a new contract.
I. The Engineering Department shall confirm all utility easements and any special permits are obtained for the performance of extending electric service.
J. The Engineering Department shall physically stake the job prior to any work being performed. For subdivisions, the developer shall physically stake the job.
K. The Engineering Department shall issue to the Operations Department a detailed staking sheet for the performance of the work to be done. Attached to the Staking Sheet shall be, if applicable:
1. A vicinity map of the location.
2. Any special use permits (USFS, BLM, CDOT, etc.)
L. The Operations Department shall schedule the work to be performed; including,
1. Right-of-Way clearing.
2. All road crossing permits (except CDOT permits and railroad permits).
3. UG utility notifications.
4. Notification to the Engineering Department if job requires re-staking.
5. Assign the crew or contractor to perform the work.
6. Right-of-Way restoration.
M. The Operations Department shall inform the Engineering Department prior to any changes being made in routing, sizing of conductor, or alterations in the staking sheet design with the reasons for the change.
N. Upon completion of all work orders, the Operations Department will verify the project has been completed by signing off on the final staking sheet.
O. The finalized staking sheet will be forwarded to the Purchasing Agent/Warehouseman to verify inventory and all materials have been properly charged to the work order.
P. The Operations Department will verify that all work order invoices from contractors have been received, charged to the proper work order, and paid by Accounting.
Q. The Operations Department will forward a finalized staking sheet to the Engineering Department with any changes redlined. If the redlined changes or cost differences are significant after the completion of the project the Manager of Engineering and Manager of Operations will jointly review the project.
R. The Engineering Department will update the mapping system from the completed as-built staking sheet.
S. The Accounting and Finance Department will complete the Work Order closing.
1. A work order inventory, Form 219, will be scheduled to close monthly.
2. The inspection of work order inventories will be scheduled quarterly if practical.
T. As a final review to each department, the Work Order Accountant will tabulate the final cost of each work order to compare the actual cost to the original cost estimate.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY B-17: INFORMATION & CYBER SECURITY POLICY
Mountain Parks Electric, Inc. ("MPE") Directors recognize the need to protect MPE, our members, and both cooperative and member data, and systems, from growing information and cybersecurity threats. This policy establishes an Information & Cyber Security Program within MPE to ensure adequate measures are taken and controls are in place to mitigate threats and protect those company resources.
This policy is intended for establishment of an overall Information Security Program at the Board level with Policy and Procedure management handled at the executive staff/IT Management level. It should be understood that Information Security is not solely an Information Technology concern but touches all departments, all employees, and all types of informational transactions. The purpose of this policy is to ensure that MPE technology assets are protected against all internal, external, deliberate and accidental threats. Information, in all its forms, written, spoken, recorded electronically or printed, will be protected from accidental or intentional unauthorized modification, or destruction throughout its life cycle. Policies and Procedures are established and shall be administered to protect cooperative technology systems and data, member financial and protected information, and cooperative data acquisition and control systems across the enterprise.
Scope
All employees, contractors, consultants, temporary and other workers at MPE and its subsidiaries must adhere to all policies and procedures authorized and approved under this program. This applies to cooperative data sets and technology equipment that is owned, operated, or leased by MPE. The Information & Cyber Security Policies and Procedures describe the technology and information assets that must be protected and identifies many of the threats to those assets. The equipment, software, and storage medium used to process, store, and transmit information will be protected by appropriate controls.
A. The Information & Cyber Security Policies and Procedures will ensure that:
- Sensitive, protected and/or privileged information and technology systems will be safeguarded against any unauthorized access;
- Confidentiality of sensitive, protected and/or privileged information will be assured;
- Integrity of information will be maintained;
- Availability of information for business purposes will be maintained;
- Legislative and regulatory requirements will be met;
- Business continuity and disaster recovery plans will be developed, maintained and tested annually
- All MPE employees will be provided information security and awareness training on a regular basis;
- Any actual or suspected information security breaches will be reported to the designated management at MPE. All breaches will be investigated thoroughly and logged
B. Policies and Procedures have been established to support this program, including appropriate controls and continuity plans.
C. Business requirements for availability of information systems will be met.
Because modern technology is subject to rapid change, and because social, cultural, and legal standards and expectations regarding technology are ever evolving, it is not possible for these policies to address every possible situation which might develop. Nonetheless, the philosophy, principles and procedures of these policies shall be used whenever possible to guide the development of, the compliance with, and the administration and enforcement of all matters relating to the effective acquisition and utilization of technology.
The term Technology is intended to be defined broadly and includes all:
A. Electronic hardware, software and services
Electronic hardware, software, and services, including but not limited to desktops, laptops, rugged computers, tablets, workstations, monitors, printers, plotters, faxes, scanners, multifunction print devices, PDAs, smartphones, Blackberry devices, cellular phones, satellite phones, wireless broadband cards, pagers, servers, PBX equipment, telecommunications equipment, circuits, switches, routers, storage devices, recording devices, digital cameras, email, text messaging, instant messaging, Internet, firmware, operation systems, software, business applications, Software as a Service ("SaaS") applications, peripherals used in conjunction with the devices and software listed above, and all other electronic devices or software used to run software or create, record, store, transmit and/or received video, voice or data.
B. Electronic information
Electronic information, including but not limited to email addresses, phone numbers, IP addresses, email messages, text messages, instant messages, word processor documents, spreadsheets, presentations, drawings, images, photos, videos, music, voice, databases, application data, and all other electronic data; and personally identifiable information.
C. Electronic communications
Electronic communications, including but not limited to voice, email, text messages, instant messages, voice messages, internet postings, facsimiles, and all other forms of electronic communications
A. Responsibilities for this Cyber and Information Security Program Policy are delineated as follows:
- The Board of Directors of MPE is responsible for the content of this policy and its implementation.
- The General Manager of the Association shall be responsible for the overall administration of this policy.
- The Manager of IT shall direct and monitor the implementation of appropriate practices/procedures in accordance with this policy.
- All MPE personnel are responsible for following the guidelines and procedures laid out in the Cyber and Information Security Program Policy as well as for reporting known violations of the policy.
POLICY C-1: COMMUNICATIONS/COMMUNITY POLICIES AND PROCEDURES
To reaffirm the Cooperative’s obligation to continually communicate with its member-customers about the plans, operation, activities and progress of their Cooperative and to set forth the Board of Director’s support and expectations in all aspects of Cooperative communications.
It shall be the policy of this Cooperative to foster extensive communications programs, activities, publications, and reports that will inform and educate member-customers about the Cooperative’s plans, operations, programs, financial condition and activities in an ongoing commitment to attain the memberships’ understanding, acceptance, support and involvement in the Cooperative’s business. The Cooperative’s Board of Directors shall commit appropriate resources and support for a broad Cooperative communication’s plan that ensures:
A. Quality and timely communications programs that are responsive to member-customer needs and concerns.
B. Member-customer understanding and support of the Cooperative and industry-related issues.
C. Cooperative employees that are appropriately trained to ensure that each of them respect the value of the member-customer to the Cooperative and to assure that they are equipped to respond to every member’s-customer’s concern in a professional, consumer-focused and friendly manner.
D. Public understanding, acceptance and support for the Cooperative’s mission, goals, plans and programs and ensures that the media is kept informed about the Cooperative’s goals, objectives plans, programs and issues.
E. Leadership for and support for projects and activities dedicated to the betterment of the community and state with particular emphasis on youth programs and rural and community development, and to secure favorable public opinion and understanding of such activities and programs.
F. Cooperative needs and issues are communicated effectively to local, state and national officials in a concerted effort to secure their support of the Cooperative and the member/customers and communities they serve.
G. Support for effective communication programs developed by cooperative statewide, regional and national organizations and cooperative power suppliers and other affiliates in an effort to coordinate communications programs and avoid duplication of services and costs and ensures a united message on electric cooperatives issues.
H. Development of a crisis communication management plan for communicating openly and consistently to employees, consumers, media and the public about any Cooperative crisis or emergency.
I. A designated qualified spokesperson, and in his/her absence, an alternate, to respond to all issues on behalf of the Cooperative before member/customers, the public, and media.
A. The Board of Directors will be responsible for the administration and compliance of this policy.
B. The General Manager shall be responsible for overseeing the development, implementation, staffing and evaluation of the Cooperative’s communications plan to ensure its effectiveness.
C. It shall be the responsibility of the General Manager or the Assistant General Manager in his absence to be the spokesperson or to designate a spokesperson to respond to all issues and inquiries on behalf of the Cooperative before the media, public officials and the general public.
POLICY C-2: DONATIONS POLICY
To make contributions to recognized charitable institutions and organizations which qualify under existing state or federal statutes and in accordance with conditions set forth under this policy.
A. Criteria For Organizations
Organizations considered for donations and contributions must meet the following criteria:
1. Not-for-profit organizations that meet the Internal Revenue Service tax status requirements.
2. Organizations that conduct programs within the Cooperative’s service territory with benefit to the Cooperative’s membership.
3. Donations to designated individuals will not be authorized.
4. Unless well known, organizations must submit a description of their organization and a statement of their goals and objectives.
5. Organizations must request donations in writing. Letters should be addressed to the Manager of Finance/Office Services.
6. Organizations directly funded by way of tax assessments are not eligible, except for those organizations specifically identified in paragraph B. below.
B. Categories of Eligible Organizations
1. In general, donations will be authorized only for the following type organizations:
Community Organizations
This category includes most types of organizations formed in communities located within the Cooperative’s service territory with the primary purpose to serve the members of those communities.
a. Civic Groups - Chamber of Commerce, Kiwanis, Lions, Rotary, Sertoma and other similar groups.
b. School Programs that contribute to the effectiveness of school programs or scholarship opportunities.
c. Community Economic Development Projects - Special development, which will benefit the community at large.
d. Community Care and Share Groups - Groups with the expressed purpose of helping the lower-income and disadvantaged members of the community.
e. Rural Health, Crisis Centers and Senior Citizen Programs- Quasi-governmental entities which benefit the community at large, including programs directed at particular groups, children adults, students
f. Youth Organizations - Local, organized activities for youth in our communities - 4-H, Scouts, team sports, etc.
g. Special Events - specific events that have a stated purpose for the use of funds that enhances community services in the MPEI service area.
h. Benevolent Organizations - These organizations provide specialized services for our communities in times of disaster and emergency conditions
2. Other Organizations
Occasionally, requests will be received for donations from associations and organizations outside the Cooperative’s service territory.
Ineligible Organizations
MPEI will not make contributions to the following:
1. Political Campaigns
2. Organizations which discriminate in violation of State or Federal law
D. Authority to Approve Donations
Requests for donations will be approved by the Contribution Committee. The General Manager will annually appoint a Contribution Committee which will consist of three (3) employees. The Contribution Committee will follow the attached Contribution Request Guidelines.
E. Annual Donation Budget
The Board of Directors will establish an annual budget amount of 0.5% of the line item budget (excluding power costs wages and benefits) for the Contribution Committee. The General Manager will review the Corporate Donations Policy annually, and report donations to the Board of Directors on an annual basis.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY C-3: VANDALISM REWARD
To provide a method of rewarding persons for information regarding vandalism, theft, or malicious mischief.
This Cooperative may offer up to a Ten Thousand Dollar ($10,000.00) reward per incident for information leading to the arrest and conviction of any person or persons causing substantial damage or committing acts of vandalism, theft or malicious mischief which caused substantial damage to this Cooperative’s property and/or to electric transmission facilities owned by others that are used to serve this Cooperative.
This also applies to any act or attempted act of sabotage, whether or not actual damage or destruction occurs, where such an act was intended to cause damage to or destruction of this Cooperative’s property and/or to electric transmission facilities owned by others that are used to serve this Cooperative.
The General Manager will be responsible for the administration and compliance of this policy. Payments will be made at the General Manager's discretion on a case-by-case basis.
POLICY C-4: SCHOLARSHIP PROGRAM
To define eligibility for and the types of Mountain Parks Electric’s college/vocational scholarships offered to member-consumers’ dependent children.
Mountain Parks Electric, Tri-State Generation & Transmission Association, and Basin Electric Power Cooperative scholarships may be awarded to graduating high school seniors to further their education based upon the recommendations of the MPE Scholarship Committee. All students who primarily live within MPE’s territory and / or who are children of MPE members are eligible.
The Scholarship Committee, comprised of a representative from each of the three areas defined as North Park, West Grand, and East Grand school district boundaries, shall meet annually to select scholarship winners.
1. Mountain Parks Electric
- Ten (10) $2,000 scholarships available for graduating high school seniors. At least one scholarship will be awarded in each of the three school districts; at least one scholarship, of the ten, will be for a vocational/technical school.
- Three (3) Rosemary Knerr Memorial $4,000 scholarships ($2,500 in year one, $1,500 in year two) – either educational or vocational – available for graduating high school seniors. One scholarship will be awarded in each of MPEI’s three school districts.
- Three (3) Tom Sifers $4,000 scholarships ($2,500 in year one, $1,500 in year two) – either educational or vocational – available for graduating high school seniors. One scholarship will be awarded in each of MPEI’s three school districts.
2. Tri-State Generation & Transmission Association – (2) $500
Two (2) $500 scholarships – high school graduating seniors may apply.
Mountain Parks Electric will match the $500 scholarship awarded to each of the two recipients.
3. Basin Electric Power Cooperative - $1,000
One (1) $1,000 consumer dependent scholarship – high school graduating seniors may apply.
4. Scholarship Selection Committee Scholarship: $1,000
One (1) $1,000 scholarship awarded by the scholarship selection committee.
*Students are eligible to receive only one of the above awards.
At its sole discretion, the MPEI Board of Directors may change the type and amount of scholarships awarded.
Annual Review
MPE’s Board of Directors will annually, in its review and preparation of the budget, consider and determine the amounts, if any, of scholarships for future years.
Agreement & Disclosure
Each applicant must sign and comply with the “Agreement & Disclosure” document (attached).
SCHOLARSHIP APPLICANT DISCLOSURE AGREEMENT
- As an applicant for a Mountain Parks Electric Educational Trust scholarship, I agree to fully disclose to the Scholarship Committee, any “full ride” scholarships (tuition, room and board, and books) that I receive; I agree to make the disclosure as soon as I am awarded any “full ride” scholarship, either before or after receipt of the MPEI scholarship.
- I acknowledge that my disclosure of “full ride” scholarship funds may be reviewed by the MPEI Scholarship Committee. The Scholarship Committee, in its sole discretion, may determine to reduce or modify my scholarship from MPEI, and make an award to an alternate applicant.
______________________________________________________________________________
APPLICANT NAME (Print) APPLICANT (signature)
_____________________________________
PARENT/GUARDIAN (signature)
POLICY C-5: REBATE PROGRAM
To promote the efficient and beneficial use of electricity and establish related rebates.
Mountain Parks Electric, Inc. will pay rebates by check or bill credit to Cooperative customers who install qualifying electric technologies and/or selected appliances. Rebate amounts and offerings may change from year to year and may include:
- Electric Heating Systems – such as high efficiency air- and ground-source heat pumps. Pertains to permanent installations only (no plug-in heaters).
- Lighting – LED/high efficiency lighting
- Appliances – Energy Star/high efficiency units and water heaters
- Electric technologies that promote beneficial electrification (reduced carbon emissions) – such as outdoor lawn/snow removal equipment
- Electric vehicle charging installation and equipment rebates
- Local renewable energy investments – as administered by MPEI’s Green Power Program
Members must provide receipts, invoice and model/manufacturer data within required rebate submission deadlines (within 4 months in 2020). Receipt deadline submission requirements are subject to change.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY C-6: COMMUNICATIONS/COMMUNITY POLICIES AND PROCEDURES (USE OF MPEI COMMUNITY ROOMS)
To adopt and maintain rules and regulations, application for use, release of liability, and indemnification for the use of MPEI’s Community Rooms.
The use of the Community Rooms located at 321 West Agate Avenue, Granby, CO and 600 Third Street, Walden, CO will be governed by the attached rules and regulations, application for use, release of liability, and indemnification to be agreed upon by sponsors requesting use.
The General Manager will be responsible for the administration and compliance of this policy.
The Mountain Parks Electric, Inc. (MPEI) Granby and Walden Community Rooms will be available for use to responsible individuals and organizations who will agree to the following rules and regulations governing use of the rooms.
1. The MPEI application for the use of the Granby and Walden Community Rooms must be completed and returned to the MPEI Granby and Walden Office seven (7) days prior to the date of requested use. Applicants must also sign the Indemnification and Release of Liability forms.
2. MPEI reserves the right to cancel a reservation at any time by notifying the reservation holder. Planned meetings of MPEI will always have preference. MPEI reserves the right to deny anyone or any group use of the room.
3. The maximum occupancy of each of the rooms is as follows:
Granby Community Room - Town of Granby occupancy limit 72 people
Walden Community Room - Town of Walden occupancy limit 42 people
.At MPEI’s sole discretion and approval, the rooms will be made available free of charge for community service organizations that have been in operation for a minimum of two (2) years, such as non-profit community and neighborhood organizations, clubs, local groups, and town meetings.
4. Groups will be limited to not more than six (6) meetings per year.
5. No dances, concerts, political or religious meetings may be held in the rooms.
6. A $100 damage deposit must be collected for anyone using the Community Room. Deposit will be returned when keys are returned and Community Room is found in acceptable condition.
7. At the discretion of the General Manager and approval by MPEI, the rooms will be made available for a fee to the following groups:
4 Hours or less Over 4 hours
A. Family or Personal Use (MPEI Member) $25 $50
B. Family or Personal Use (Non MPEI Member) $50 $100
C. Business & Commercial Organizations $50 $100
Payment for use of the facility and damage deposit must be made when the application is completed, signed and approved. These charges are not meant to discourage the use of the facility, but are to reimburse MPE for maintenance of the facility.
8. Fees/Admission may not be charged to persons attending the meeting; however, a donation may be collected to cover direct expenses of the applicant.
9. MPEI’s Community Rooms are tobacco free facilities. Smoking or use of any tobacco products is prohibited.
10. Alcohol, including beer and wine, shall not be served or consumed at any time in the rooms.
11. Prior approval must be obtained for the use of any decorations and props and they must be removed from the premises immediately after use. No nails, screws, staples, tape or mounting devices will be permitted on the walls, woodwork, ceiling or floors.
Mountain Parks Electric does not allow use of its electronic equipment.
Mountain Parks does not provide internet.
12. No tables or chairs shall be removed from the room for any outside use.
13. Any organization or person sponsoring use of the room will be held responsible for any damages to the room and equipment. The premises must be left in as good of condition as found. MPEI expects people using the room to clean up the area. Additional cleanup provided by MPEI will be charged at the rate of $50 per hour.
14. Any evidence of abuse of the facility, vandalism or misconduct, is sufficient cause to deny further use of the room to any group.
15. Any youth group using the room must have adult sponsors present at all times.
16. Any group using the room will be expected to avoid unnecessary noise, and will confine their activities to the room.
17. Parking is only allowed in designated areas.
18. Rules and regulations may be modified or changed at any time without notice. Such changes will be effective for uses scheduled subsequent to the date of changes.
19. Before leaving groups that use the room(s) are expected to: :
Place all trash in provided trash containers
Wipe the counter tops and sink with the paper towels provided
Clean out refrigerator and oven/stove
Wipe off all tables
Vacuum meeting room
Clean Restrooms
Close curtains/shades
Shut off lights
Make sure outside service door and front entry doors are locked
Do not forget to make arrangements for the key. You may pickup the key during MPEI’s business hours one day prior to your meeting or on Thursday prior to your weekend meeting. The key must be returned during business hours the next business day following your use of the room.
POLICY C-7: MEMBER-CUSTOMER SERVICE
To set forth the Board’s expectations regarding the quality of service that the Cooperative will provide to its member-customers.
The Cooperative exists to serve the electric (and other) needs of the membership and customers. Therefore, it shall be the policy of the Cooperative that all service-related practices, procedures, fee schedules and rates shall provide fair and equitable treatment and quality service for all class of members-customers. In implementing and overseeing the administration of such practices, procedures, fee structures and rates, care shall be taken to ensure that:
A. Member-customers are treated with respect and courtesy at all times.
B. Members are periodically surveyed to determine their satisfaction with the quality of service, and practices and procedures. Any revisions needed to quality of service, and practices and procedures will be revised or updated as appropriate to ensure members-customers continue to be satisfied with the Cooperative’s operations and services.
C. Practices, procedures and fee schedules are consistent with all applicable laws and regulations.
D. A due-process procedure is defined and applied in an attempt to resolve member-customer complaints, problems or disputes.
E. Members generally understand and support all billing, collection and service termination procedures.
F. Rates are just and equitable with regard to each rate class, and are sufficient to sustain the Cooperative’s operation and financial posture and obligations.
G. Fees charged are just and equitable.
H. Member-customer inquiries are answered promptly, consistent with policies governing the confidentially of certain information.
A. The General Manager shall be responsible for ensuring that a manual containing service rules and regulations, operating procedures, fee schedules and rates is developed and administered in accordance with this policy.
B. The Board of Directors reserves the right to review and approve specific aspects of such a manual, including the fee schedule, rates and due process procedure for addressing member complaints or disputes.
C. The General Manager shall periodically evaluate and make recommendations regarding these issues, and the Board of Directors shall by resolution approve (or revise) said recommendations.
D. The General Manager shall also report on the results of member-customer surveys, as well as keep the Board regularly apprised of complaints and concerns.
E. The Board of Directors will be responsible for the administration and compliance of this policy.
POLICY C-8: MEMBER PRIVACY AND CONFIDENTIALITY
To establish fair information for the Cooperative in carrying out its responsibility to respect the privacy and confidentiality of member-customer information.
A. NOTICE
1. The Cooperative discloses to its member-consumers its policies and practices for the collection, maintenance, use, and disclosure of identifiable information about its member-consumers.
2. The Cooperative collects and maintains appropriate information about its member-consumers as a routine part of its operations.
3. When providing electricity and related services the Cooperative collects information from member-consumers, including name, address, telephone number, email address, credit information, and payment and usage history. Usage history may include information on a member-consumer’s property and appliances, health information for lifeline service, service history, and information maintained for site visitation purposes (e.g., warning about a dog in the yard).
4. Membership and governance activities may result in the maintenance of capital and patronage account information for members and former members, and contact information for former members.
5. Occasionally, the Cooperative may survey a sample of its member-consumers to collect information to identify needs or improve services.
6. Other activities by the Cooperative or its affiliates will result in the collection of additional information about a member-consumer’s property, appliances, and activities. This information will be collected and maintained only when and to the extent appropriate to provide the services.
7. This notice describes generally the Cooperative’s privacy and confidentiality policies. This policy is not a formal limitation on the ability of the Cooperative to use, manage, and disclose its records as the Cooperative determines to be necessary, appropriate, or as required by law. It is subject to change without notice.
B. TRUST
1. General Practices
The Cooperative maintains information about member-consumers for purposes that are suitable to its operations and management. Information is collected only through lawful and fair means and for appropriate purposes. The Cooperative is committed to maintaining accurate, complete, timely, relevant, and appropriate information about member-consumers as necessary for the purpose for which the information is to be used.
2. Access and Correction
The Cooperative generally permits its member-consumers to access and seek correction of records about themselves that are used by the Cooperative to provide service, for billing, and to manage capital accounts. Any person who wants to identify personal records maintained by the Cooperative, access the records, or correct the records should contact Customer Service.
C. SECURITY
1. The Cooperative maintains member-consumer information with technical, administrative, and physical safeguards to protect against loss, unauthorized access, destruction, misuse, modification, and improper disclosure. No record or computer system can ever be fully protected against every possible hazard. The Cooperative provides reasonable and appropriate security to protect against foreseeable hazards.
D. USE & DISCLOSURE
1. The Cooperative uses and discloses identifiable information about member-consumers in defined and responsible ways (in order to carry out its operations). This section describes how identifiable information about member-consumers may be used and disclosed.
2. Records may be disclosed to affiliates or contractors hired by the Cooperative to assist in carrying out operations, such as service, billing, tree removal and management functions including legal, audit, and collection services.
3. Member-consumer information may be disclosed to and shared with commercial and consumer credit reporting agencies for credit-related activities (e.g., the reporting of bad debts).
4. Records may be disclosed to government regulators and other government agencies when authorized or required by law.
5. Records may also be compiled in aggregate form for the Cooperative’s management activities.
6. Records may be disclosed when required by law, such as in response to a search warrant, subpoena, or court order. The Cooperative may use and disclose records for investigations into employee misconduct or for law enforcement investigations related to its business. Disclosures may also be made when appropriate to protect the Cooperative’s legal rights or during emergencies if physical safety is believed to be at risk. These events are unlikely, but they are possible. The Cooperative will take reasonable steps to limit the scope and consequences of any of these disclosures.
7. Records may be shared with other utilities under shared service agreements or to meet operational requirements.
8. Records about a member-consumer may be disclosed at the request of or with the permission of the member-consumer.
9. In addition, member-consumer information may be shared with affiliates and partners of the Cooperative that offer product and services to member-consumers.
10. Membership lists of the Cooperative may be disclosed to a member of the Cooperative for a proper purpose, such as in connection with Cooperative election activities. In some instances, lists may be made available for appropriate uses without disclosing the list to a third party. For example, the Cooperative may undertake a mailing on behalf of and at the expense of a third party. Disclosures of membership lists will only be made following a policy adopted by the Board and further uses of any lists so disclosed will be subject to that policy.
11. The Cooperative does not sell, rent, loan, exchange, or otherwise release mailing lists or telephone lists of member-consumers. The Cooperative does not disclose any information about a member-consumer to nonaffiliated third parties without the written consent of the member-consumer.
12. Member-consumers may request that their information not be shared with affiliates for the offering of new products and services.
E. QUESTIONS & DISPUTES
1. This policy is maintained and supervised by the Office of the General Manager, Mountain Parks Electric, Inc.,
A. The Board shall ensure that this policy reflects current practices for personal information about member-consumers.
B. The General Manager will be responsible for the administration and compliance of this policy.
POLICY D-8: CONTESTED DIRECTOR ELECTIONS
To create general guidelines governing the voting process for the election of
I. Deadlines
A. No less than six months before election: The date of the election of directors shall be fixed and posted on MPEI’s website and otherwise publicized.
B. 60 days, plus two months, before the election: Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on MPEI’s website no less than two months before petitions to become a candidate are due.
C. At least two months plus 3 days before the election: The deadline for voted mailed ballots to be received by MPEI (see deadline G) shall be posted on MPEI’s website.
D. 60 days before the election: Deadline for petitions to be delivered to MPEI.
E. 25 days before the election: Ballots should be mailed by MPEI to all Members entitled to vote in the election.
F. 3 days before the election: Voted mail ballots must be received by the Credentials Committee three days before the election.
II. Qualifications to become a candidate for director
A. Each candidate for election to the Board shall be a member of the Cooperative and shall have his/her “main home” in the District for and in which the election is to be held, (as the term “main home” is defined by the Internal Revenue Service), and who shall have furnished the Cooperative with a written statement telling why the member wishes to run for election and that the member, if elected, can and will attend all meetings of the Board, subject only to unforeseen conditions beyond the control of the member, and meets or will meet the qualifications set forth in subparagraph (B ) below.
B. To be eligible to become or remain Director, the person shall: (i) be a member of the Cooperative; (ii) receive electric service from the Cooperative at his or her “main home”; (iii) be able to actively participate in the management of the business and affairs of the Cooperative; (iv) not be employed by, substantially financially interested in, or represent the interests of a business in competition with the Cooperative; and (v) become NRECA certified as a director through course attendance within five (5) years of the election or appointment as a Director.
- No more than two (2) Directors (other than a publicly elected government official) shall be permitted to serve concurrently who are either employees of, serve as a Director or trustee of, or act as a consultant to, the same organization. Employee means employment for at least 20 hours per week for 20 consecutive weeks.
- If a circumstance described in (1) arises after a Director is elected, the Director who obtains a relationship with an organization subsequent to the formation of a relationship with an organization by other Directors shall be disqualified from serving.
III. Nomination, election and voting requirements
A. A nomination for director on the board of directors of MPEI must be made by written petition signed by at least fifteen MPEI members residing or receiving service in a District which is called for election. Such petition shall be filed with the MPEI board of directors no later than sixty days prior to the date of the election. Any petition so filed shall designate the name of the nominee and the term for which nominated.
B. Each MPEI member qualified to vote in the election of directors is entitled to vote in the election either at the meeting of members or by mail, but not both. A member who has voted by mail is not entitled to vote at the meeting.
C. The date of the election shall be set by the Board of Directors no less than six (6) months before the date of the election and such date shall be posted on MPEI’s website.
D. Information on how to become a candidate and the schedule for elections shall be communicated to each member in a mailing and on the MPEI’s website no less than two months before petitions to become a candidate are due. This mailing should include the following information:
- Qualifications for becoming a director pursuant to Article IV. Section 3 of the MPEI Bylaws;
- Petition requirements and deadline;
- Deadline for submitting Petition;
- Deadline for MPEI mailing ballots;
- Deadline for Members to mail ballots to the Credentials Committee; and
- Election date.
E. The deadline for mailing ballots shall be posted on the website at least two months before the deadline and shall remain so posted until after the election.
F. The mail ballot shall be voted by the member, placed in a special secrecy sleeve or inner envelope provided for the purpose so as to conceal the marking on the ballot, deposited in a return envelope, which must be signed by the voting member, and mailed back to the Credentials Committee (defined below). A mail ballot received in a signed return envelope but without a secrecy sleeve or inner envelope shall not be voided simply because it is delivered without a secrecy sleeve or inner envelope.
G. Proxy or cumulative voting is prohibited.
H. Board candidates shall be entitled to receive a list of all MPEI members in a usable format and on the same basis and at the same time as such lists are made available to incumbent directors running for re-election. Candidates shall use such lists only for purposes related to the election and shall return or destroy them immediately after the election.
I. The order of names on the ballot shall be determined randomly in a manner that does not automatically assign the top line to the incumbent. The candidates will be invited to observe the selection of ballot order.
J. Each year the Board of Directors shall appoint an independent, third-party professional election services company (the “Credentials Committee”) to: (i) conduct the design and printing of ballots; (ii) manage mailing of ballots to members, (iii) receive completed ballots and provide for the secure storage of the completed ballots for tabulation; (iv) provide for replacement ballots; (v) segregate ballots questionable under Colorado law and this policy and voting guidelines for determination of validity by the Election Supervisory Committee; and (vi) tabulate the valid ballots and certify the results to MPEI’s attorney for announcement on the day of the election. The Credentials Committee will also be responsible for ballot recounts if such are required by this policy. Ballots shall be collected and stored in a manner that protects the privacy of their content. The Credentials Committee must deliver the ballots to MPEI under seal promptly after the count and, upon the request of any candidate, made available to the candidate for inspection.
K. Neither MPEI nor the Board of Directors shall endorse or oppose the candidacy of an incumbent board member or other candidate for a position on the board. During the two months immediately preceding the election, board members shall not send individual newsletters using MPEI resources. Except for use of member lists, no candidate, whether incumbent or challenger, shall use MPEI property for any campaign purposes. Such property includes, but is not limited to MPEI’s logo, signage, newsletter, or other communications resources.
L. Pursuant to Article III., Section 4.(d) of the MPEI Bylaws, to be elected, a candidate must receive a majority of all valid votes cast for the contested district. If no candidate receives a majority of all valid votes cast for the contested district, then MPEI shall conduct a runoff election of the two candidates receiving the most votes from the initial ballot. Members may vote for a candidate in the runoff election by mail or in person at a special meeting called for the purpose of holding the runoff election. Said special meeting shall be held not later than ninety (90) days after the annual meeting. If there is a tie vote resulting in exactly 50% of the votes being cast for one candidate and 50% for another candidate, the winner will be determined by coin flip. The coin flip shall be conducted by a member of the Election Supervisory Committee in the presence of both candidates or their designated representative.
M. A recount for the election of a director must be conducted if the difference between the number of votes cast between any two of the top three director candidates in the election contest is less than or equal to one-half of one percent (0.5%). An election contest is for the specific director district contest, not the election as a whole. The cost of the recount shall be paid by MPEI. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.
N. If the difference is greater than one-half of one percent (0.5%) but less than two percent (2.0%), the candidate with the fewer number of votes cast in the election contest may submit to MPEI’s attorney a notarized written request for a recount within three (3) business days of the election. The cost of the recount must be paid by the requesting party prior to the commencement of the recount. The cost of the recount shall be refunded if the recount changes the winning director or a director moving on to a runoff election. If a recount is required pursuant to this section, the results shall be certified and returned to MPEI’s attorney.
O. All board members shall make available to Cooperative members some means for direct contact, whether by telephone, electronic mail, or regular mail. Information on how to contact each board member by one or more of these methods shall be available on the Cooperative website.
P. All elections shall be under the direction of MPEI’s general counsel and a staff member designated by the General Manager, who shall coordinate the election with the Credentials Committee and Election Supervisory Committee. The MPEI staff member shall not be engaged in the mailing, storing or tabulation of ballots, which shall be done by the Credentials Committee.
Q. The designated staff member and MPEI’s general counsel will prepare procedures for checking in members at the member meeting to determine a quorum and such other matters as are needed for the conduct of the elections.
R. The Credentials Committee, working with MPEI’s general counsel, will prepare detailed procedures for collecting, sorting, validating, tabulating and reporting on election ballots.
S. All activities of the Credentials Committee shall be done under the direction and control of MPEI’s general counsel or such individuals designated by him or her.
T. This policy shall be posted to MPEI’s website.
IV. Director Election Supervision
The Board shall appoint an Election Supervisory Committee no later than the regular board meeting immediately preceding the deadline for submission of nominating petitions. The Election Supervisory Committee shall consist of three members who reside in Director Districts other than the District for which there is a contested election, to oversee the election and voting process. In the case of jointly held memberships, pursuant to Article I, Section 3(a) of the MPEI Bylaws, only one of the joint members may be on the committee. The Committee's responsibilities include, but are not limited to, resolving all issues or questions that may arise with respect to the election and voting process, the validity of members' signatures on nominating petitions as identified as questionable by MPEI staff, the validity of members’ signatures on ballots identified as questionable by the Credentials Committee, the registration of members, and any challenges to the election and voting process. The Cooperative Attorney shall be present at all stages of the registration and meeting to advise the Election Supervisory Committee as needed. The Board may appoint alternates who may serve as a member of the Election Supervisory Committee in the event a Committee member is unable or unwilling to serve.
V. Voting Qualifications
A. Only members of the Cooperative residing in or receiving service in the contested district may sign a nominating petition and only members residing in or receiving service in the contested district may vote by mail or at regular and special meetings of Members. If a member is receiving service in more than one District, the member shall state in writing, delivered to the Cooperative, in which District the member shall vote.
B. As a practical matter, the Cooperative asks Members to certify their membership by their signature on petition forms and return envelopes containing ballots. The Cooperative verifies membership based upon that member's record and application for service. From time to time, such signatures vary from Cooperative records requiring a determination of validity. Using the philosophy of allowing as many members as possible to express their vote, determinations of validity will err on the side of acceptance. Specific membership types and acceptable signatures for each include, but are not necessarily limited to, the following:
- Individual Membership - The member of record's signature. In the case of a joint Membership, one signature from any joint member is acceptable on a return envelope, and one signature is acceptable on a nominating petition.
- Corporate Membership - The signature of an officer or assistant officer of the corporation such as President, Vice-President, Secretary or Treasurer. Such signature must be on record with the Cooperative.
- Unincorporated Entity Membership - The signature of an authorized representative on record with the Cooperative.
C. The Election Supervisory Committee will determine questionable signatures and membership validity questions.
VI. Ballot Procedures
A. For each election a printed ballot and a special envelope for the concealing of such ballot by each member who votes, together with a return envelope containing a signature line by the voting member shall be mailed to each member entitled to vote in the District in which the election takes place. Each member shall be instructed that if he or she wishes to vote, the ballot shall be marked in accordance with instructions to be placed on each ballot, such ballot shall then be placed in the special envelope, and the special envelope containing the ballot shall then be mailed to the to the address shown on the return envelope, which must be signed by the member. Return envelopes not signed by a member shall not be counted. Return envelopes shall be addressed to the Credentials Committee. The Credentials Committee shall keep them unopened and secure until the tabulation process begins. The Cooperative may also provide a secure ballot box for members to deliver voted ballots to MPEI. Ballots delivered in this manner will be kept by MPEI unopened and secure until the tabulation process begins by the credentials committee.
B. The return envelopes shall have affixed to them a member name(s) and address label generated from the membership records of the Cooperative. The return envelope should contain all joint members’ names. The signature of one joint member shall validate a ballot. The envelopes shall have a signature block for the member's signature, printed name and title. Other appropriate information and directions will also be provided. Any ballots delivered to the Cooperative in person or by mail shall be delivered by secure means to the Credentials Committee prior to the member meeting.
C. The Credentials Committee shall 1) maintain an accounting of the number of return envelopes 2) sort the envelopes into groups after comparing the member label to the signature block. The groups include: i) envelopes signed by the member, officer or authorized representative, ii) envelopes unsigned, iii) envelopes to be reviewed by the Election Supervisory Committee for their determination of validity.
D. Questions or concerns raised by a candidate regarding the handling of return envelopes should be directed in writing immediately to the Election Supervisory Committee for its review and determination.
E. The Credentials Committee will transport all return envelopes to the site of the meeting of members and maintain custody and control during meeting registration and tabulation. The Credentials Committee will also supervise the in-person voting process.
F. The Credentials Committee shall supervise the collection and transport of all ballots cast in person to a site to begin the ballot counting process.
VII. Registration
A. An important part of the meeting of members is registration of members to determine the presence of a quorum and, if required, to verify membership for voting purposes. The registration process is handled by the Cooperative’s staff and employees prior to the start of the business portion of the meeting.
B. In the event there is a contested election of directors, the registration process will continue to be carried out by the Cooperative employees, and the voting process for director elections will be supervised by the selected Credentials Committee under the general oversight of the Election Supervisory Committee.
C. In person balloting will be available to members prior to the business portion of the Meeting of Members, beginning at the open of registration for the Meeting of Members. The Notice of Meeting of Members shall specify the time when ballots will be available for in-person voting. In person balloting is not allowed for Members who have voted by mail prior to the meeting.
D. A qualified candidate may observe the registration and voting process. No candidate shall be allowed to observe in a way that enables the candidate to determine how many votes are cast for a candidate. Candidates shall not touch or take possession of ballots at any time.
E. No person shall be allowed to electioneer, photograph, videotape or tape record any activity in the registration and voting area while an election is in progress. Nor shall unauthorized persons congregate within the registration or ballot tabulation area.
F. Any question, concern, dispute or inquiry regarding any election or voting issue that might arise during the registration and voting process must be submitted in writing to the Election Supervisory Committee for their review and determination. A written submittal to any member of the Committee shall be sufficient. The Committee may respond to non-written questions but such shall not be considered a legal form of inquiry or answer.
VIII. Challenges
A. Except as stated in the following paragraph, any qualified candidate may challenge the correctness of any announced result of a Director election in which he/she was a candidate. Any challenge so raised must be made in writing, stating the grounds(s) and the requested relief, addressed to the Election Supervisory Committee, and presented within ten (10) calendar days from the close of balloting. The Committee will authorize the relief requested if the Committee determines that the ground(s) have merit. If a recount is authorized, it shall be conducted at the requesting party’s expense, paid in advance, and the recount shall be performed in the same manner as performed for the original vote count, correcting, if necessary, any objections to the procedure.
B. Due to the nature of the balloting by mail process as required by State law, any challenge by a qualified candidate of the balloting by mail process, method of handling return envelopes, validation of members signatures, acceptance or rejection of return envelopes and/or other issues relating to balloting by mail must be made prior to the opening of ballot containing envelope. Any challenge so raised must be directed in writing to the Election Supervisory Committee for its review and determination. Once the return envelopes are opened, the special ballot envelope containing the member's ballot will be removed, eliminating any method of identifying any ballot from any other. Once envelopes are opened, challenges to the ballot by mail process will be denied.
IX. Dispute Resolution
A. The Election Supervisory Committee shall have the authority to rule on all questions that may arise with respect to the validity of nominating petitions, validity of member signatures, the registration of members, counting of ballots cast in any election, determination of the validity of any ballot irregularly marked or cast, rulings upon all other questions that may arise relating to the ballot by mail process, member voting and the election of
B. In the event any clause or provision of these guidelines shall be adjudged to be invalid or void, or determined to be in conflict with Mountain Parks Electric, Inc. Articles of Incorporation, Bylaws, existing laws, rules and regulations of the United States of America, State of Colorado, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules, and regulations shall take precedence over the particular guideline and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining guidelines, clauses and provisions contained herein.
It shall be the responsibility of the Board of
POLICY D-10: MEMBERS', CONSUMERS' & NEWS MEDIA's ATTENDANCE at DIRECTORS' MEETINGS
To establish a policy to allow members and consumers of this Cooperative and their spouses and the news media to attend the meetings of the Board of Directors.
A. Members and consumers of this Cooperative and their spouses, representatives of the news media and other members of the public are welcome to attend and observe the regularly scheduled meetings of the Board of Directors, unless a meeting or portion of a meeting has been declared closed and in executive session.
B. Pursuant to Colorado Law and the Articles of Incorporation and Bylaws of this Cooperative, the business and affairs of this Cooperative must be managed by the Board of Directors. The meetings of the Board must therefore be conducted in a business-like manner. Members and consumers and their spouses, representatives of the news media and other members of the public (“Guests”) are welcome to attend the Board meetings and may address the Board on any matter concerning the policies and business of the association. The Board may place reasonable, viewpoint-neutral restrictions on the amount and duration of public comment.
C. In order to accommodate a member's and/or consumer's reasonable request to present an issue or request to the Board, and because of the large number of members and consumers and the need for the Cooperative's staff to accumulate any information pertaining to the issue or request, the following procedure will apply
- If a Guest wishes to address the Board during the “Public Comment” portion of a meeting, the Guest may attend the meeting and address the Board during the Public Comment portion of the meeting.
- If a Guest wishes to be placed on the Agenda, separate from the “Public Comment” portion of the meeting, the following procedure will be followed:
a) The request to address the Board at a meeting will be set forth in writing and will be submitted to the General Manager at least 15 days prior to a regularly scheduled Board meeting, setting forth the reason therefore and the other information called for by the "Meeting Participation Request" form attached hereto. Unless the General Manager, Cooperative's Attorney, and President of the Board of Directors conclude that the subject matter of such request should not be presented to the Board, the matter will be included on the Agenda of a regularly scheduled Board meeting as soon as such request can reasonably be accommodated. The General Manager will cause written notice of the meeting at which the member's and/or consumer's request is to be considered to be given to the member and/or consumer making the request.
b) After deliberating the matter and making a decision thereon, the Board will cause such member to be duly informed thereof, including, if such be the case, that no action was or will be taken thereon.
c) Regardless of the action that has already taken place or that may take place thereafter, at each meeting of the Board the General Manager will report to the Board on any such request, how they have thus been handled and what recommendations, if any, he/she or the Cooperative Attorney have with respect thereto.
3. Due to Colorado statutory notice requirements regarding the Cooperative’s Board meetings, if a Guest addresses the Board pursuant to Section II.C.1, the Board may not be able to take action on any request by the Guest until the item can be placed on the agenda for a meeting of the Board of Directors pursuant to Colorado law.
D. Formal complaints by a member shall be handled in accordance with the procedures set forth by the Colorado Public Utilities Commission and Mountain Parks Electric’s Service Rules and Regulations filed therewith.
The Board of Directors and General Manager will be responsible for the administration and compliance of this policy.
POLICY E-1: SAFETY AND JOB TRAINING
To provide for the protection of human life from injury and death and in the conservation of property belonging to the Cooperative and others from accidental damage or destruction; to adopt the guiding principles to help direct MPE actions toward continually improving safety performance.
A. It is hereby established that the Board of Directors will receive a safety and job training report from the General Manager, Operations Manager, or Safety Coordinator monthly and that the minutes of the Board of Directors meeting will reflect that this report was made and accepted. This report shall include, but not be limited to, the accidents and near misses reported during the period following the last report, the loss prevention activities engaged in by the Cooperative, job training progress, and the activities of the Safety Committee.
B. The Cooperative shall employ a Safety Coordinator to initiate and administer a safety program with the following minimum requirements:
1. The Safety Coordinator shall cause safety meetings to be held regularly for employees of the Cooperative; schedule safet activities for the general public; and job training for employees as appropriate.
2. The Safety Coordinator will work with the Safety Committee to assist him or her, with duties that involve all facets of the Cooperative’s activities, including systems and design, construction, operations, office services and management. The Safety Coordinator will make monthly reports of activities taken and employee meetings held for review by the General Manager and Operations Manager. The Safety Coordinator’s duties generally will be as follows:
a. To review and investigate all accidents involving personal injury or death to employees or members of the public, and damage or destruction of property of the Cooperative or of the public.
b. To review power failures, outages, and occurrences which compromise the safety of employees and public.
c. To review letters of complaint to the Cooperative concerning accidents, safety hazards, ecology, and pollution issues, or system reliability.
d. To review the Cooperative’s proposed new construction plans, equipment purchases, and maintenance programs for safety hazard identification.
e. To propose to the General Manager and Operations Manager policy recommendations, procedures and corrective measures in regard to safety on all commonly encountered hazards inherent in the Cooperative’s operations.
f. To provide a written summary of all safety related items of interest for the Cooperative’s General Manager, Operations Manager and Board of Directors.
g. To coordinate the Cooperative’s safety program and to be directly responsible to the General Manager.
h. To administer the Cooperative’s safety program so as to help assure implementation and compliance with the National Rural Electric Cooperative Association’s Safety Achievement Program.
i. To monitor member relations safety programs so as to help assure their effectiveness insofar as the Cooperative is concerned.
j. To help assure compliance by the Cooperative with safety standards defined by the Occupational Safety and Health Act, and all other applicable state and nationally recognized safety requirements.
k. To monitor the engineering function of the Cooperative as a primary source of safety design criteria whereby safety can be given a prominent priority in system development.
l. To develop a safety information program so that members of the Cooperative and others are notified, as appropriate, of pertinent system hazards and of preventive measures that should or will be taken.
m. To establish procedures to help assure participation, as appropriate, by the Cooperative’s employees in nationally recognized programs which further employee involvement in safety efforts and programs.
C. The Safety Coordinator position may be fulfilled by the Operations Manager or other employee of the Cooperative. The Safety Coordinator shall be designated by, or hired by, the General Manager.
D. Mountain Parks Electric, Inc. has adopted the American Public Power Association Safety Manual for safety rules.
The General Manager will be responsible for the administration and compliance of this policy along with the following:
A. The Board of Directors shall require a monthly safety and job training report from the General Manager, Operations Manager or Safety Coordinator.
B. The General Manager, Operations Manager or Safety Coordinator shall make all reports as required by this Policy and other entities having jurisdiction; and cause to be carried out an effective and well-rounded safety and job-training program in accordance with this Policy.
C. The Safety Committee shall meet, record minutes, and report as required by this Policy.
D. The Safety Committee shall coordinate with the Safety Coordinator the safety programs of the Cooperative.
E. The Safety Committee, along with the Safety Coordinator, shall develop and maintain an annual safety improvement plan.
F. The Safety Committee shall work with the Safety Coordinator to provide ongoing employee training, as needed, to help improve organizational safety awareness and competencies.
G. The General Manager, Operations Manager, or Safety Coordinator shall provide an annual update of cooperative safety performance measures per the national program guidelines.
H. All employees will participate in the formal 3-year cycle safety program assessment, including an on-site observation process.
POLICY E-2: SECURITY OF PROTECTED HEALTH INFORMATION
To establish the policy of Mountain Parks Electric, Inc. consistent with requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). To define, for administrative and legal purposes, the cooperative’s practices, rights and responsibilities with regard to protected health information of employees, employee’s dependents, directors and retirees.
The cooperative acknowledges its obligation to maintain certain confidential health information that is timely, accurate and complete for its intended purpose. Protected Health Information (“PHI”) is individually identifiable health information that is transmitted or maintained electronically or in any other form or medium. Individually identifiable health information is information that is created or received by the cooperative that relates to the past, present or future physical or mental health or condition of an individual, or the past, present or future payment for the provision of health care to an individual and identifies the individual or creates a reasonable basis to believe that the information would identify the individual.
The cooperative’s Manager of Human Resources & Administration shall serve as the cooperative’s “Privacy Officer” and “Information Security Manager” as those offices are defined and to which responsibilities are assigned for compliance under law. The incumbent of this position shall be the sole “Authorized Employee” and sole direct recipient and custodian of any protected employee and beneficiary health information that may be presented to or possessed by the cooperative. Individuals who are the subjects of such information shall be responsible for causing health care providers, insurers, and other sources, to provide the minimum necessary medical information to the cooperative or the Privacy Officer for appropriate employer use and safekeeping.
The Manager of Human Resources & Administration shall employ appropriate procedures and safeguards for maintenance of any protected health information presented to or possessed by the cooperative, and shall inform employees about the intended uses of personal information and their opportunity to review and correct such information. No employee, other than the Manager of Human Resources & Administration as the “Authorized Employee” shall have routine direct access to the protected health information except that “Responsible Employees” may have access to the extent and for the duration of their need to obtain such information to carry out the processes and transactions that are dependent on that information.
A “Responsible Employee” for the purposes of the terms and provisions of this Policy, is defined as an employee whose job duties may not require direct access by the employee to PHI, but in connection with the employee’s job position and in the course of carrying out the employee’s job responsibilities, the employee may become aware of facts and data which are or may be considered PHI. Responsible Employees shall be identified by the Manager of Human Resources & Administration, and be trained by the Manager of Human Resources & Administration to be appropriately aware of applicable privacy rules and regulations and shall be instructed to be discreet and observe and follow all rules and regulations which are promulgated and intended to preserve the privacy of PHI.
The Manager of Human Resources & Administration shall exercise primary staff responsibility for administration of this policy. The General Manager shall be responsible for providing the resources and oversight for administrative compliance with the requirements of applicable laws and regulations.
POLICY E-5: TEMPORARY HOUSING PROGRAM
To assist employees with housing rental costs.
A. Subject to the eligibility limitations set forth in this Policy, MPEI may provide a rent subsidy allowance to a new or relocating full-time employee who is relocating from an area outside or within MPEI’s service districts to the Granby, Kremmling, or Walden service districts for actual expenses incurred at 50% of actual rental costs paid, up to One Thousand Dollars ($1,000.00) per month, for a period of up to twelve (12) months. Current full-time employees experiencing a financial hardship are also eligible for this payment. Employees living in MPEI owned housing are not eligible for this reimbursement. Employees who own a house within the MPEI service territory are not eligible. If an employee receiving rental assistance purchases a house in the MPEI service territory anytime during the twelve (12) month period, the remaining subsidy will go towards the down payment of the home through payroll and will be taxed accordingly. Paperwork substantiating the purchase of the home will be required to receive the remaining subsidy payment and will be paid after the closing of the home. The subsidy will be paid on a per pay period basis upon the submittal of paid rent receipts or canceled checks and taxed accordingly. Employees should submit requests for payment under this policy to the Manager of Human Resources. Payment will begin upon approval by Human Resources and MPEI’s General Manager.
The General Manager will be responsible for the administration and compliance of this policy.
POLICY E-7: WHISTLEBLOWER
Mountain Parks Electric does not discharge or otherwise discriminate against any employee with respect to compensation, terms, conditions, or privileges of employment because the employee (or any person acting pursuant to the request of the employee) provided information regarding any possible violation of any law or regulation by MPE or any director, or employee of MPE.
Mountain Parks Electric requires directors, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. It is expected that all employees and directors of MPE practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
Reporting Responsibility
It is the responsibility of all employees, and directors to comply with and to report violations or suspected violations in accordance with this policy.
No Retaliation
No employee or director who in good faith reports a violation of the policy shall suffer harassment, retaliation, or adverse employment consequence.
An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This policy is intended to encourage and enable employees and others to raise serious concerns within MPE prior to seeking resolution outside Mountain Parks Electric.
Reporting Violations
Employees should share their questions, concerns, suggestions or complaints with their immediate supervisor/manager. If the employee is not comfortable speaking with their supervisor/manager or not satisfied with the supervisor’s/manager’s response, the employee should report the concern to the General Manager or Manager of Human Resources. Any issues relative to Board members or the General Manager should be directed to the Board President, or MPE’s Attorney.
Accounting and Auditing Matters
Management shall address all reported concerns or complaints regarding accounting practices, internal controls or auditing.
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of this policy must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense, up to and including termination.
Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
The General Manager will be responsible for the administration and compliance of this policy.