Electric City Power, Incorporated (The Corporation): Regular meeting of the Board of Directors
Great Falls Civic Center, Gibson Room
CALL TO ORDER: 5:30 PM
ROLL CALL: Directors present: George Golie, Randy Gray, Bob Pancich, Bill Ryan, and Dawn Willey. Also present were the City Manager, Assistant City Manager, Fiscal Services Director, Fiscal Services Operations Supervisor and Administrative Officer.
The Board briefly discussed the Bylaws of the Corporation. City Manager John Lawton explained that the Bylaws were drafted by the City's bond attorneys from Chapman and Cutler, LLP and accepted by the City Commission. Director Bill Ryan moved to adopt the Bylaws. Director Bob Pancich seconded the motion and the Bylaws were adopted unanimously.
The Board discussed the qualifications of each member and Director Ryan moved to elect Bob Pancich as the Chair. George Golie seconded the motion and Bob Pancich was elected unanimously.
Chairman Bob Pancich moved to elect George Golie as Vice Chair of the Board. Director Dawn Willey seconded the motion and Director Golie was elected unanimously.
Chairman Bob Pancich amended the order of the Agenda to next consider the appointment of an executive director before consideration of selection of a bond underwriter.
Director George Golie moved to appoint Coleen Balzarini as the Executive Director of the Corporation. The Executive Director is also the Secretary of the Corporation, as provided in the Section 4.06. of the Bylaws] Dawn Willey seconded the motion and Coleen Balzarini was selected unanimously.
The Board discussed selection of a bond underwriting firm for the Highwood Generating Station (the Project). Director George Golie asked City Manager John Lawton about the cost of the recommended firm's (Bear Stearns) fee schedule. Mr. Lawton explained that the fee outlined in the Agenda Report was indicatively priced and that the final fee was yet to be negotiated, but would be almost exclusively on a contingent basis. He also explained that the fee included both structuring the financing and marketing the bonds.
Executive Director Coleen Balzarini outlined the process by which one firm was selected from six respondents through responses to a request for proposals, interviews of several of the respondents, and reference checks on the two finalists. The City Manager, Fiscal Services Director, Administrative Officer, and the City's Financial Advisor all concluded that Bear Stearns was the best fit for ECPI's needs.
Director Bill Ryan moved to select Bear Stearns. Director Dawn Willey seconded the motion and Bear Stearns was selected unanimously.
ADJOURN: Executive Director Bob Pancich adjourned the meeting at 6:45 PM.
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