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Home > About Us > Company > Board of Directors

September 2011 Board Meeting Minutes

 

September 15, 2011

The regular meeting of the Board of Directors of the Omaha Public Power District was held in the Board Room on the Atrium Level of Energy Plaza East on September 15, 2011, at 10:00 a.m. 

                        Present were Directors M. J. Cavanaugh, N. P. Dodge, J. K. Green, A. L. McGuire, L. Scheve, F. J. Ulrich, and D. D. Weber.  Also present were W. G. Gates, President and S. M. Bruckner and T. Meyerson, General Counsel for the District.  Mr. Green, Board Chair, presided, and Ms. Emerson, Corporate Secretary, recorded the minutes.  Other members of Management present were D. J. Bannister, T. J. Burke, M. I. Doghman, E. E. Easterlin, J. T. Hansen, S. L. Hutcherson, J. W. Thurber, T. R. Vasquez, K. R. Dungan, J. A. Petrulis, R. J. Rodgers, J. J. Hanson, and M. R. Jones.  Others present included J. Petr, and E. Bergquist, and C. Tiedeman and L. Rea (OLWV), M. Welsch, R. Miller, D. Jensen, C. Perkins, K. Dowdy, A. Jameton, L. Threan, J. Pollack and several other customer owners.          

 

                        The Corporate Secretary read the following:

 

“Notice of the time and place of this meeting was publicized by notifying the area news media; by publicizing same in the Omaha World-Herald and Outlets; by displaying such notice on the Arcade Level of Energy Plaza since September 9, 2011; and by mailing such notice to each of the District’s Directors on that same date.

 

“A copy of the proposed agenda for this meeting has been maintained, on a current basis, and is readily available for public inspection in the office of the District’s Corporate Secretary.

 

“Additionally, a copy of the Open Meetings Law is available for inspection in the public meeting book located in this meeting room.”

 

                        It was moved and seconded that the Board reviewed the July 2011 Comprehensive Financial and Operating Report and that the minutes and the approved absences of Directors Cavanaugh and Ulrich for the last meeting be approved.  The vote was recorded as follows:  Cavanaugh – Abstain; Dodge – Absent; McGuire – Yes; Scheve – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; and Green – Yes.  The motion carried.

 

                        

                         Thereafter, the Corporate Secretary read the following:

 

“Persons wishing to address the Board on a particular item are asked to approach the microphone as that agenda item is discussed.  Comments will be heard following Board discussion of the item and prior to a vote by the Board.  Persons wishing to address the Board on all other matters will have an opportunity before the close of the meeting.”

                     

                        The next order of business was the Board’s consideration of the authorization for the creation and issuance of the 2011 Series Electric System Revenue Bonds. 

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5879 as follows:

 

“BE IT RESOLVED THAT, because a copy of Resolution No. 5879 has been furnished to each Director in advance of this meeting, the reading in full of the Resolution in this meeting by the Secretary be dispensed with except for those portions of the Resolution which have been materially revised and the additions necessary to complete said Resolution.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5879.  The vote was recorded as follows:  Cavanaugh – Yes; Dodge – Absent; McGuire – Yes; Scheve – Yes; Thompson – Absent; Ulrich – Yes; Weber – Yes; and Green – Yes.  The motion carried.

 

Following the preceding vote, Board Chair Green called upon Mr. John Petr, a partner with Kutak Rock, the District’s Bond Counsel, for changes to Resolution No. 5879.  Mr. Petr confirmed there have been no material changes or additions to Resolution No. 5879 since its distribution to the Board.  

 

Director Scheve indicated that Management believes that, if tax-exempt interest rates continue to drop in the future or if the District’s liquidity decreases below an acceptable level, it may be advantageous for the District to refund existing debt and/or fund a portion of the capital program outlined in the District’s Corporate Operating Plan and 2011-15 Five Year Financial Plan.  Any refunding debt issued would be used to refund existing debt, and any previously authorized increase in the amount of Commercial Paper Notes outstanding.  Any new debt issued would be used to finance the capital program outlined in the District’s Corporate Operating Plan and 2011-2015 Five Year Financial Plan.

 

Whether Management issues debt to refund existing debt and/or fund a portion of the District’s capital program, it may issue one or more new series of bonds to be known as the 2011 or 2012 Series Electric System Revenue Bonds with such additional letter designations as deemed appropriate at the time of issuance.  The bonds will be traditional tax-exempt bonds. 

 

The Board of Directors will receive quarterly updates on the status of the bonds.  Final pricing of a series of the bonds will be communicated to the Treasurer or the Chair of the Board of Directors by delivery of a Pricing Certificate and will be presented at the next regularly scheduled Board meeting immediately following the execution of the Bond Purchase Agreement.

 

(Director Dodge entered the meeting at 10:05 am)

Chairman Green called upon Mr. Jon Petr for the opinion of Bond Counsel.  Mr. Petr confirmed that on issuance of any Bonds in accordance with Resolution No. 5879, Kutak Rock will be in a position to render its opinion that the bonds are validly issued under Nebraska law and that the interest is tax exempt for federal and state purposes. 

 

Chairman Green then called upon Mr. Bruckner to provide the legal opinion.  Mr. Bruckner said his firm as General Counsel of the District, has examined the proposed Series Bond Resolution designated as Resolution No. 5879 for the issuance by Omaha Public Power District of the Electric System Revenue Bonds, 2011 or 2012 Series.  It is the General Counsel’s opinion that the Board of Directors of the District may legally adopt said Series Resolution, and authorize the issuance of the 2011 or 2012 Series Bonds in an aggregate amount not to exceed $300 million.  At this time, Mr. Bruckner provided the firm’s legal opinion to the Corporate Secretary.  Following the discussion, the vote was recorded as follows:  Cavanaugh – Yes, Dodge – Yes;  McGuire – Yes;  Scheve – Yes; Thompson – Absent; Ulrich – Yes; Weber – Yes; and Green – Yes.  The motion carried.            

 

The next order of business was the Board’s consideration to approve the Official Statement and provide authority to execute the Pricing Certificate and Bond Purchase Agreement for the 2011 or 2012 Series Bonds through December 31, 2012.     

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5880 as follows:

   

“BE IT RESOLVED THAT, because a copy of Resolution No. 5880 and the Preliminary Official Statement incident to the 2011 or 2012 Series Bonds have been furnished to each Director in advance of this meeting, the reading in full of the Resolution and the Preliminary Official Statement in this meeting by the Secretary be dispensed with except for those portions of the Resolution and Preliminary Official Statement which have been materially revised and the additions necessary to complete said Resolution and the Preliminary Official Statement.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5880.  The vote was recorded as follows:  Cavanaugh – Yes; Dodge – Yes; McGuire – Yes; Scheve – Yes; Thompson – Absent; Ulrich – Yes; Weber – Yes; and Green – Yes.  The motion carried.

 

 

Following the preceding vote, Board Chair Green called upon Mr. John Petr, a partner with Kutak Rock, the District’s Bond Counsel, for changes to Resolution No. 5880.  Mr. Petr confirmed there have been no material changes to Resolution No. 5880 or to the draft Preliminary Official Statement since its distribution to the Board.  

 

Director Scheve led the discussion stating that due to the recent volatility of the tax-exempt market, the District’s Financial Advisor, Barclays Capital Inc., has indicated that it is in the District’s best interest to execute a Bond Purchase Agreement on the same day that a series of Bonds is sold.  To facilitate this, Resolution No. 5880 approves the Official Statement and provides authority for the President and Chief Executive Officer or the Vice President and Chief Financial Officer to execute Investment Banking Agreements, Pricing Certificates and Bond Purchase Agreements for the 2011 or 2012 Series Bonds through December 31, 2012.  This authority would allow the Bonds to be sold when acceptable market conditions exist regardless of the timing of regularly scheduled Board meetings.  Pursuant to Resolution No. 5879, a written opinion of the District’s Financial Advisor will certify to the Board that the terms for the 2011 or 2012 Series Bonds reflect rates competitive with current market conditions. Final pricing of any 2011 or 2012 Series Bond issue will be presented at the scheduled Regular Board Meeting immediately following the execution of the Bond Purchase Agreement.

           

Chairman Green called upon Mr. Bruckner to provide the legal opinion.  Mr. Bruckner said his firm as General Counsel for the District, has examined the form of the Bond Purchase Agreement that is to be negotiated, executed, and delivered to one or more groups of local and national investment banks (collectively, the “Underwriters”) for the purchase of the Omaha Public Power District Electric System Revenue Bonds, 2011 or 2012 Series and the form of the Preliminary Official Statement for use in connection with the issuance by the Omaha Public Power District for the 2011 or 2012 Series Bonds.  In addition, his firm reviewed the form of Resolution No. 5880 authorizing the retention of those Underwriters for the negotiated sale of 2011 or 2012 Series Bonds and authorizing and approving the use of one or more Official Statements in substantially the form of the Preliminary Official Statement (together with such further modifications, updates, and amendments as, in the judgment of the President and Chief Executive Officer or the Vice President and Chief Financial Officer of the District, are necessary or appropriate for use in connection with the offering and sale of the 2011 or 2012 Series Bonds).  Mr. Bruckner also indicated it is the General Counsel’s opinion that the Board of Directors of the Omaha Public Power District may legally adopt Resolution No. 5880 authorizing the President and Chief Executive Officer or the Vice President and Chief Financial Officer of the District to execute and deliver one or more Pricing Certificates, Bond Purchase Agreements, and Official Statements for the 2011 or 2012 Series Bonds through December 31, 2012.  At this time, Mr. Bruckner provided the firm’s legal opinion to the Corporate Secretary.  Director Ulrich inquired about the amount of savings the District would realize, and Vice President Easterlin said approximately $10 million would be saved over a period of 30 years with $150 million in bonds being refunded.  Following the discussion, the vote was recorded as follows:   Cavanaugh – Yes, Dodge – Yes; McGuire – Yes; Scheve – Yes; Thompson – Absent; Ulrich – Yes; Weber – Yes and Green – Yes.  The motion carried.   

 

The next order of business was the Board’s consideration to authorize an increase in Commercial Paper Notes outstanding.        

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5881 as follows:

 

“BE IT RESOLVED THAT, because a copy of Resolution No. 5881 has been furnished to each Director in advance of this meeting, the reading in full of that Resolution in this meeting by the Secretary be dispensed with except for those portions of the Resolution which have been materially revised and the additions necessary to complete said Resolution.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5881.  The vote was recorded as follows:  Cavanaugh – Yes; Dodge – Yes; McGuire – Yes; Scheve – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; and Green – Yes.  The motion carried.

 

Following the preceding vote, Board Chair Green called upon Mr. John Petr, a partner with Kutak Rock, the District’s Bond Counsel, for changes to Resolution No. 5881.  Mr. Petr confirmed there have been no material changes to Resolution No. 5881 since its distribution to the Board.  

 

Director Scheve led the discussion stating that Management believes that due to the cost of flood mitigation and recovery efforts, additional liquidity of up to $50 million may be needed on a short-term basis. It is advisable for the Board of Directors to authorize the President and Chief Executive Officer or the Vice President and Chief Financial Officer to issue up to $50 million of short-term debt by increasing the District's Authorized Amount of Commercial Paper Notes outstanding to an amount up to $200 million.  This would be accomplished by a completed and executed Commercial Paper Issuance Certificate accompanied with a written certification of the District's Financial Advisor that the additional Commercial Paper Notes are expected to be issued at rates reflective of current market conditions.  Under these conditions, authorization to increase the Authorized Amount of Commercial Paper Notes up to $200 million would extend to and include December 31, 2012.  The Board of Directors will receive notice if the additional Commercial Paper Notes are issued at the next regularly scheduled Board meeting.

 

Chairman Green called upon Mr. Bruckner to provide the legal opinion. Mr. Bruckner said his firm as General Counsel for the District, has examined the tax exempt Commercial Paper program currently at an authorized aggregate amount of $150 million.  His firm has also examined Resolution No. 5881 and the form of the Commercial Paper Issuance Certificate.   Mr. Bruckner also indicated it is the General Counsel’s opinion that the Board of Directors of Omaha Public Power District may legally adopt Resolution No. 5881 authorizing the issuance by the District of up to an additional $50 million, to a total aggregate amount of $200 million, under its Commercial Paper program.    At this time, Mr. Bruckner provided the firm’s legal opinion to the Corporate Secretary.  Following the discussion, the vote was recorded as follows:   Cavanaugh – Yes, Dodge – Yes; McGuire – Yes; Scheve – Yes; Thompson – Absent; Ulrich – Yes; Weber – Yes and Green – Yes.  The motion carried.   

 

                         Copies of the foregoing resolutions are filed in the District’s Corporate Records file.                            

                        

 

                        The next item of business was the opportunity for those in attendance to address the Board on any items of District concern.

 

                         Mr. Andrew Jameton, who is on the faculty of the UNMC College of Public Health and is speaking on his own behalf, informed the Board of health concerns and how they may be used to market energy reduction campaigns.  Mr. Jameton provided a handout which is attached (PDF, opens in new window).  

          

                         Mr. John Pollack, 1412 N. 35 Street, Omaha, NE  68131, briefed the Board on impending climate patterns and technology improvements such as time of day metering to improve the reliability and efficiency of OPPD’s electric system. 

 

                            Mr. Laverne Threan of 4728 Cass Street, Omaha, NE  68132, inquired about the potential new EPA air standard regulations and their impact on OPPD.  Vice President Burke indicated that OPPD is reviewing the impacts of these regulations to our customer-owners and other municipalities and other public power districts in Nebraska.

 

                             There being no further business, the meeting adjourned at 10:35 a.m.

 

 

 

 

 

________________________________                    _______________________________

E. E. Easterlin                                                             D. S. Emerson            

Assistant Secretary                                                     Corporate Secretary

 

 

Board of Directors

bullet Board Mtg Schedule
bullet Board Mtg Minutes
bullet Committee Mtg Material
bullet Rules for Public Participation
bullet Approved Board of Directors Redistricting
bullet Preliminary 2014 Corporate Operating Plan
bullet Sustainablity Update March 20 2014
bullet Energy Assistance Program (EAP)/Common Fund

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