Barrow Utilities and Electric Cooperative, Inc.

PO Box 449 Barrow, Alaska 99723 Phone 907-852-6166

Fax 907-852-6372

ANNUAL MEETING Thursday, April 5, 2018

Barrow High School Auditorium 7:00 p.m.

**DRAFT**

I. Call to Order

President Price E. Brower called the meeting to order at 7:00 p.m. and welcomed all the members to the meeting.

II. Roll Call of the Board Members

Board Members Present: Frederick F. Brower, Director; Lewis F. Brower, Director; Price E. Brower, President; Avaiyak Burnell, Director; Roy M. Nageak, Sr., Vice President; Josiah B. Patkotak, Secretary/Treasurer; Michael D. Stotts, Director; Richard Ungarook, Sr., Director Board Members Absent: Tina A Wolgemuth, Director (Excused) Members’ registration closed at 7:15 p.m.

III. Invocation

Invocation was given by member Roy M. Nageak Sr.

IV. Appointment of Parliamentarian

President Price E. Brower appointed the BUECI General Counsel John Andrew Leman of Kemppel, Huffman and Ellis, P.C., as parliamentarian for the Annual Meeting.

V. Determination of a Quorum

The current membership count of Barrow Utilities and Electric Cooperative, Inc., verified by the Board at the 5:05 p.m. Membership Meeting, is comprised 1,136 eligible voting members as of close of business on April 4, 2018. The Bylaws of the Cooperative require at least ten percent (10%) of the members be present at the Annual Meeting to establish a quorum. Thus 114 members represent a quorum. There were 240 members present and are listed as follows:

Adams, Bernadette & John Adams, George K. Adams, Jacob Sr. & Lucille Adams, Sheldon S. & Nora A. Aguvluk, Daisy Ahgeak, Beverly A. Ahgeak, James & Mae Ahgeak, Karl Derek Ahgeak, Molly Ahkivgak, Lottie Ahmaogak, Cora & Wayne Ahmaogak, Virginia Ahngasuk, Flossie Ahsoak, Herman L. & Sylvia D. Ahsoak, Jonas M. & Heidi

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Aiken, Lucy M. Aiken, Reuben S. & Miriam Akootchook, Benny & Linda Akpik, Ethel R. Aiken, Ruth M. Akpik, Theresa

Akpik, Molly Emma & Robert O. Jr. Akpik, Robert S. & Alice Alcantara, Ma Liberty & Allen C. Maquidato

Alaska Eskimo Whaling Commission Alcantara, Alejandro Anievas, Nelson S. & Conchita Ale, Talagu Jr. & Jessica Okesene Anashugak, Roy & Rachel Atos, Raymond Arey, Ned T. & Dora Assembly of God Brower, April D. Bodfish, Mattie Bodfish, Waldo Edwin Brower, Eugene & Charlotte Brower, Dora F. & Frederick F. Brower, Dora T. Brower, Jason & Muriel Brower, Harry Jr. & Flora Brower, Isabel Brower, Price E. Brower, Lewis & Roxanne Brower, Mary N. Coates, Lorena J. Brower, Shawn C. & Florence Chan, Fung Barrow Whaling Captains Association City of Barrow Barrow Subway Cornerstone Community Church Contrades, Damon K. & Wileyann Contrades, Kelsey K. De Guzman, Angelita Danner, Araina & Christopher Danner, Scott & Corrine Drake, Tom II & Alice R. Diaz, Dora E. & Moises Ditona, Herminia R. Elavgak, Solomon Edwardsen, Anthony & Carolyn Elavgak, Lottie M. & Henry L. Falleaf, Lula L. Elbertai, Clarissa Esparza, Shannon Fischer, Bernadette Ferguson, Briana Ferreras, Julian & Marie E. Fosi, Fereti Fischer, Eldon R. Fischer, Margie & Robert Frantz, Ben & Fredricka Fournier, Kenneth T. & Etta Frankson, Rei Glenn, Richard & Arlene Frantz, Tim & Ellen J. Glastetter, Belinda Griffin, Patrick S. Gogo, Jerry C. & Ailepata Gomez, Nellie Hope, Susan M. Hermon, Mark H. Hollis, Brendan & Tristyn N. Hopson, Darlene Hopson, Cassie Hopson, Charles & Adeline Hopson, Lloyd E. Jr. & Karen Hopson, David P. Hopson, Heather J. Hugo, Patrick & Beverly F. Hopson, Martina Horton, Larshe D. Itta, Elsie Hutchinson, Olive & Grant Ipalook, Dawndee M. Ivanoff, Phyllis & James Itta, Susie & Ronald N. Itta, Vera Kagak, Jacob & Darlene Jeffery, Michael I. & Esther Jones, Lottie & Donald Kalayauk, Bonnie Kagak, James & Deva Kagak, Martha Jane Kaleak, Janell Kaleak, Charmaine Kaleak, Frederick J. & Josie Kanayurak, Ellen Kaleak, Leo R. Kaleak, Lucy Mae & Trina Brower Kanayurak, Lloyd & Alberta Kanayurak, Isabel Kanayurak, Leroy M. Sr. & Lilly L. Kingosak, Mary Ann Kignak, Emma S. Kignak, Paul J. & Kate Lalaga, Posa Koonaloak, Emma Koonaloak, Victoria G. Leavitt, Doreen Lampe, Jocelyn Mary & Wiggins Leavitt, Bertha Lee Leavitt, Loyla Leavitt, James Sr. & Rhoda Leavitt, Jeffery & Grace Leavitt, Michelle Leavitt, Luther Jr. Leavitt, Melanie & Roxy Pikok Leavitt, Sondra M. Leavitt, Molly Leavitt, Nancy Maupin, Amy G. Long, Donald & Beverly Lopez, Rebecca & Andres Mendoza, Florencio & Editha E. Maupin, Dorcas Maupin, Jeffrey Mongoyak-Warden, Katherine Mila, Audrey & Tua Mongoyak, Claudia Nashaknik, Josephine Moore, Mari Nageak, Robert F. & Tranquilynna U. Nayakik, Deborah

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Nashaknik, Marilyn Nayakik, Carl & Jacquelyn Neakok, Justina

Neakok, Charles & Martha Neakok, Cheryl Ngaongam, Teerachet & Weerayut Kingkaew

Neakok, Martha L. Neakok, Maxine Nungasak, Ethel A. Nowpakahok, Owen & Melba Nungasak, Don & Nora Okakok, Sarah Nungasak, Nelda N. O'neill, Nellie Okpik, Harry Sr. & Lucy A. Okpeaha, Richard & Genelle Okpeaha, Rita Olemaun, Thomas & Margaret A. Okpik, Joshua Jr. Olemaun, Mary Joyce & Forrest D. Paner, Desiree & Jeverson O. Ortilla, Noel & Cherrylyn Oyagak, John & Susie Patkotak, Flora & Josiah Panigeo, Melinda A. Panigeo, Wilson Phillips, Flossie J. & William Patkotak, Jane Pebley, Hazel F. Pikok, Mary Ann Pikok, Elsie Pikok, Lucy Ann Plymale, Misty & Eunice Stalker Pili, Jesstinna Pili, Zachery Salamat, Lamberto P. & Pilar Reilly, Cynthia Roseberry, Mark & Emily Shears, Robert Santiago, Raul & Frances Sarren, Myrna & Robert Sielak, Roberta Ruth Sias, Salomi Bernice Sidon, Evelyn Smith, Randy & Emma Simmonds, Isaac T. Simmonds, Robert J. Solomon, Lonnie James & Marie Solomon, Bernice Solomon, Elaine Sovalik, Virginia Solomon, Mamie Soule, Lyndall Stackhouse, Ernest G. & Marie G. Spear, Arnold & Cynthia Spencer, Crystal Stotts, Anthony Stevens, George & Jane E. Stine, Martha Suvlu, Jamie Stotts, Michael D. Suvlu, Edith Tagarook, Jacquelyn Suvlu, Stella E. & Bernice K. Tagarook, Clara D. Texeira, Noe Tai, Manusiu & Sione Teigland, Sheldon & Lucy Tua'i, Sarah Toledo, Augustine & Arlene Toovak, James Jr. & Elizabeth F. Tukle, Valerie Tuai, Isikeli Tukle, Irene Unutoa, Aniseko & Andrea Ungarook, Margaret Ungarook, Richard Sr. & Esther Valencia, Rolando C. Unutoa, Joann Vaina, Viane S. Weyiouanna, Michelle & Bradley Vinas, Delores & Jess P. Vinas, Jesusito & Kristine Williams, Murth M.

VI. Reading of Notice of Minutes and Proof of Mailing:

President Price E. Brower read the Notice of The Meeting and Proof of Mailing. He announced that on March 21, 2018, all members were mailed a copy of the Notice of the Meeting as required by the Bylaws. The Proof of Mailing was signed by General Manager Ben L. Frantz.

VII. Approval of Agenda

A motion was made to approve the agenda. Questions called for. Motion carried.

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VIII. Approval of Minutes:

President Price E. Brower presented the minutes of the April 6, 2017 Annual Meeting for approval. Member Don A. Nungasak motioned, seconded by member Loyla Leavitt, to waive the reading of and approve the April 6, 2017 Annual Meeting Minutes as presented. Question called for. Motion carried.

IX. Presentation of Reports

Member Loyla Leavitt motioned, seconded by director Lewis F. Brower, to approve the presentation of reports. a. President’s Report

President Price E. Brower presented the President’s Report in its entirety. Director Frederick F. Brower motioned, seconded by director Lewis Brower, to accept the President’s Report. Question called for. Motion carried.

b. General Manager’s Report

General Manager Ben L. Frantz presented the General Manager’s Report in its entirety. After completing his report, Ben L. Frantz, introduced two special guests: Crystal Enkvist, Executive Director of the Alaska Power Association; and Michael Rovito, Director of Member & Public Relations, of the Alaska Power Association. They each said a few words. General Manager Ben L. Frantz recognized Operations Superintendent Allen Nesteby for his 25 years of service with Barrow Utilities & Electric Cooperative, Inc. since this would be Mr. Nesteby’s last Annual Meeting with BUECI prior to his retirement expected later this year. Member Forrest D. Olemaun motioned, seconded by Director Frederick F. Brower, to accept the General Manager’s Report. Question called for. Motion carried.

c. Secretary/Treasurer’s Report

Secretary/Treasurer Josiah B. Patkotak presented the Secretary/Treasurer’s Report in its entirety. He introduced Dmitry Petrishak, CPA, of the audit firm BDO.

General Manager Ben Frantz, CFO Rebecca Lopez, and Dmitry Petrishak, CPA, of the audit firm BDO, were available to answer financial questions.

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Director Frederick F. Brower motioned, seconded by director Lewis F. Brower, to accept the Secretary/Treasurer’s Report and the 2017 Financial Report. Question called for. Motion carried.

X. Call for Ballots of Amendments to the Articles and Bylaws

Voting on the amendments to the Articles and Bylaws was opened for ten (10) minutes. Director Frederick F. Brower motioned, seconded by Director Roy M, Nageak, to appoint volunteer election judges. Member Lilly L. Kanayurak, member Frances Leavitt, member Josie Kaleak, and member Corrine Danner were appointed as volunteer election judges. Question called for. Motion carried.

A 10-minute break was called for at 7:54 p.m. for voting. Meeting resumed at 8:04 p.m.

XI. Nominations and Election of Directors

Director Josiah B. Patkotak motioned, seconded by member Herman L. Ahsoak, to open the nominations. Question called for. Motion carried. The following members were nominated:

Lewis F. Brower Sarah Tua’i Lloyd Kanayurak Don A. Nungasak Muriel Brower Karl Derek Ahgeak Roy M. Nageak Robert O. Akpik Jr.

Michael D. Stotts Raymond Atos

Alice R. Drake Herman L. Ahsoak

Member Charles Hopson motioned, seconded by member Ned T. Arey, to close nominations. Motion carried unanimously. Nominations were closed.

President Price E. Brower declared the polls open for voting for the Board of Directors. He asked the members to vote for three directors. President Price E. Brower declared the polls closed for voting of the Board of Directors at 8:40 p.m.

XII. Member Concerns

1. Member Alice R. Drake thanked BUECI for all that they do. 2. Member Elizabeth F. Toovak representing Our Land, talked about the Our Land organization

and how much it helps the community. She asked that BUECI donate time and staff for the clean-up days.

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Response by President Price E. Brower: Per BUECI policy, a donation request will have to be submitted to the Board for consideration.

3. Member Herman L. Ahsoak commented that a fire hydrant was completely covered by snow by house #532. He stated as a firefighter, there is no time for firefighters to dig out the fire hydrants in time of need, so the BUECI employees should drive around the community to remove snow around the fire hydrants. He further commented that a gas line was covered by snow near the City of Utqiagvik Pull Tabs building and shared safety concerns. He further commented that there is a fire hydrant across from City of Utqiagvik Pull Tabs without a barrier around it. He thanked BUECI for always donating for community events and for the annual meeting gift bags.

Response by General Manager Ben L. Frantz: The Cooperative follows a routine to check all fire hydrants, especially after snow storms. He invited Mr. Ahsoak to come into the office to address the problem and commented that the gas line might be on private property.

4. Member Forrest D. Olemaun stated that couple of decades ago, this organization saw the

trouble that was coming to our community and how important it was to “Be Smart, Don’t Start”, a campaign against drug and alcohol abuse. He further asked the BUECI Board of Directors to start the “Be Smart, Don’t Start” campaign. He further thanked the BUECI Board of Directors for the strong support for community events like the Christmas and Fourth of July Games.

5. Member Ned T. Arey, Sr. thanked BUECI employees and Board of Directors for providing

utilities to the community. He further shared concerns about board member conflict of interest with the North Slope Borough Assembly, UIC board, and ASRC board. As a member he would like to see his capital credits refunded. Response by General Manager Ben L. Frantz: When there is a perception of a conflict of interest board members can and have abstained from voting on certain conflicts. The board members are voted in to represent the members.

6. Member Charlotte Brower commented that she wanted to recognize Jim Brooks, [retired BUECI Assistant Operations Superintendent], who retired June 2017 with 26 years of service. She further asked about succession planning for the Operations Superintendent and Assistant Operations Superintendent positions. She further asked that capital credits be distributed to members who pay their bills on time and need that extra money during the winter months, like December, when they are usually distributed. Response by General Manager Ben L. Frantz: We are not a cooperative which owns a lot of the infrastructure that we care for. As much as we would like the owners of that infrastructure to step up with financial support, we cannot always wait for that. We must move forward with projects in order to meet our requirements and demand for services. We must make tough decisions to keep our infrastructure running and reliable. We have spent $11 million dollars to do projects for infrastructure we do not own that allow us to meet our needs and provide a level of service we are required to meet in order to maintain our certificates of operation. We cannot just allow equipment to fail. We will continue to ask for the financial support of the third party that owns the infrastructure. We appreciate your patience in the matter, but we cannot make distributions when our equity rate is below 40%.

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Response by Chief Financial Officer Rebecca Lopez: Capital credits have been paid out since [former Administration Manager] Sheldon Tiegland’ s retirement. The purpose of having margins and equity is to finance projects. Members have rights, but they also have responsibilities to support the financial security of the Cooperative and fund projects as needed before paying out capital credits. Response was translated into Inupiaq by Director Roy M Nageak Sr.

7. Member Isaac F. Simmonds made a comment in the Inupiaq language.

8. Member April D. Brower commented that Jim Brooks (retired BUECI Assistant Operations

Superintendent) should get recognition for working for BUECI for over 25 years. She further asked that all employees who retire during each year be recognized at each annual meeting. Response by General Manager Ben L. Frantz: I apologize for not recognizing Mr. Jim Brooks and I thank him for the many years that he served. With regard to succession, Mr. Lloyd Pikok, formerly the Natural Gas Foreman, was promoted to Assistant Operations Superintendent.

9. Member Karl D. Ahgeak thanked Jim Brooks, Allen Nesteby, and the rest of the employees for providing the services and utilities to our community. He further thanked the Board of Directors for always donating to local students.

10. Member Corrine Danner thanked the Board of Directors for always donating to the A-Club to

host the Christmas and Fourth of July games for our community. She further shared concern about jobs and commented that she would like to continue to see a drug free organization and regular drug testing.

11. Member Solomon Elavgak made a comment in the Inupiaq language.

XIII. Drawing for Door Prizes

There were six BUECI contributions and 27 organizations and business contributions that were offered as door prizes which were awarded to the members through a random drawing of members or put in gift bags which were given to the first 300 members registered.

XIV. Election Results

President Price E. Brower announced the election results as follows:

Roy M Nageak 57 Lewis F. Brower 46 Karl Derek Ahgeak 42 Herman Ahsoak 37 Muriel Brower 36 Lloyd Kanayurak 34 Don A. Nungasak Raymond Atos Robert O. Akpik Jr

32 25 23

Michael D. Stotts Alice R. Drake Sarah Tuai

27 25 23

Write in candidates had a total of 2 votes.

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It was determined upon the election results that Roy M. Nageak, Lewis F. Brower and Karl Derek Ahgeak received the highest number of votes and thus are elected to the BUECI Board of Directors.

The Proposition and Bylaw results are as follows: YES NO Passed/Failed Amend: Proposition A 99 39 71.7% PASSED

XV. Unfinished Business – No unfinished business XVI. New Business - No new business XVII. Adjournment of Annual Meeting Member Ned Arey motioned, seconded by member Roxanne Brower, to adjourn the meeting. Motion carried. Meeting adjourned at 10:12 p.m. Date Approved: April 4, 2019 Attest: ________________________________ ____________________________________ Josiah B. Patkotak, Secretary/Treasurer Price E. Brower, President