SJVCEO_10_BoardMinutes_06-24-10

Q2 Board Meeting Minutes June 24, 2010 Madera, California

Board Members (alternates): Daniel Abdella Hilary Baird Frank Ferral Tim Fisher Carole Goldsmith David Howlett Roger McNeil Don Pauley Bill Pfanner (Joy Warren) Colby Wells Jeff Wright

Guests: Leif Magnuson Saskia van Gendt Staff: Paul Johnson Cynthia Downing Courtney Kalashian Mike Nemeth

I.

Welcome and Introductions Carole Goldsmith Carole Goldsmith called the second quarter meeting of 2010 to order at 10:03 a.m. Carole thanked Daniel Abdella for hosting the board in Madera. Introductions followed.

II.

Administrative Business Carole Goldsmith a) Ratification of Don Pauley as Treasurer During the second quarter of 2010 the Executive Committee voted by email to confirm Don Pauley, City of Kingsburg City Manager, representing the San Joaquin Valley Power Authority as treasurer of the organization. The board was asked to ratify the decision of the executive committee on a motion made by Bill Pfanner, seconded by Hilary Baird and unanimously approved. b) Staff Report Paul Johnson introduced the staff report and explained that Courtney Kalashian now be providing the report every Friday as a staff briefing to keep the board up to date on activities and as a way to track benchmarks of the organization. Paul went on to explain that the staff has essentially been split into three areas of work: Paul and Cynthia Downing are working to develop project based and sustainable funding for the organization; Courtney and Maureen Hoff are implementing the VIEW Partnership; Mike Nemeth and Sandy Nax are managing the EECBG work and guiding the organizations social media efforts. Carol thanked the staff for their work and appreciates the new format and looks forward to the staff updates. c) Strategic Planning Update Cynthia explained the progress on the request for updates to the board structure and bylaws from Strategic planning in two parts: composition structure and board appointments. Part of the efforts set forth by the directors in January included eliminating a direct link to the California Partnership for the San Joaquin Valley. Carole reminded the

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directors that the intent it to extend the umbilical cord, not to server it; this is just a natural step in our evolution and growth as an organization. Cynthia referenced the two page handout that was provided in the board packet, the first page of which showed the current board composition structure side by side with the proposed composition structure. The proposed composition increases the size from 23 to 25 directors. Carole did point out that as the board size gets bigger so does the number required for quorum, which has been an issue of late. Cynthia went on to explain that with the new composition will include new policies and procedures for appointment and service. Jeff Wright asked what realm of private sector was intended for the ‘private sector company’ slots. Cynthia answered that it was left broad intentionally (too specific requires continual bylaws revisions), but of course the focus will be on private sector energy companies. Don suggested that when looking at the local government representation of one large jurisdiction and one small jurisdiction that there is a policy to not select representatives from the same county. The others agreed that this is a fair policy. A motion was made to accept the composition revision as presented, seconded by Don Pauley, and unanimously approved.

The second step in the process, as Cynthia explained, was to discuss potential board appointments for the currently vacant seats. The board was reminded that the seats of Mark Stout (Partnership Workgroup Air Quality), Laura Fultz Stout (designated board seat for community based organization), Linda Urata (Partnership Workgroup Transportation), and Diana Westmoreland‐Pedrozo (Partnership Workgroup Land Use, Agriculture, and Housing). Carole explained that staff and the executive committee are looking at recommendations, and to please have suggestions submitted to Courtney by the morning of Monday, June 28.

III.

Approval of March 2 Meeting Minutes Carole Goldsmith The minutes of the first quarter meeting from March 2 were accepted as presented on a motion made by Don Pauley, seconded by Jeff Wright, and unanimously approved.

IV.

Approval of Financial Statements Cynthia Downing a) Selection of Roeser Accountancy for financial review Carole informed the board that the staff’s grant proposal for an EDD grant required an accountant review of the SJVCEO financials at the last minute. The review was completed

by Roeser Accountancy, but in the future a request for proposal will be sent out and the board will hire an outside auditor.

Cynthia referenced the audit review in the board packet, and explained to the board that in addition to performing the review, we asked the accountant to review our process for managing grants and to let us know if our practices are acceptable and viable, and he said, yes, they are. Bill Roeser, the accountant, is open to accepting calls from any of the boar members, and staff can provide contact information if needed. b) Approval of financial statements through April 30, 2010 Cynthia reviewed the financial reports with the board. She explained that the packet the board had for review is the same packet that that the accountant used in the audit review.

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She asked that the members pay particular attention to the cash flow projections provided by the accountant. Don cautioned that we heed caution about staff allocation of resources on grants, and Carole reminded the staff that it is important to look at all potential grant work issues and be prepared. With no further discussion a motion was made and seconded to note and file the financial reports, and unanimously approved by the board.

V.

Report on Current Projects Paul Johnson Paul explained that all topic items in section five had been approved and in progress. He did note that on some projects we are still waiting for funding and money to come in. He then reviewed the timing and context of each project, referring the board members to the staff report document for greater details. a) EECBG Small: Paul explained that there are two sets of small grant award projects. One set is the SJV Clean Energy Partnership and the 36 jurisdictions that are part of that partnership through the Air District, and the send is contract work with the City of Tehachapi.

The Air District and SJVCEP have been held up for some time. Paul met with the Air District representatives on June 23rd and reported there are two issues causing delay: the first is the approval of the contract between the CEC and the Air District, and the second is the approval of the contract between the Air District and the SJVCEO. Our contract cannot be approved and executed until the CEC approves and executes their contract with the Air District. Paul told the board that the target date for a contract to begin work is early July. b) EECBG Large: Paul reminded the board that the contracts for EECBG large administration work are in place with the City of Ceres and the City of Delano, and referenced Mike Nemeth’s staff report. c) VIEW Partnership: Paul noted that there have been cash flow issues with the project but that those are being ironed out. . d) WIA: The WIA grant was awarded‐‐ however, Paul explained, the contract is on the same time frame as the SJVCEP! Frank Ferral thanked Paul for the work Paul has been doing on his project. Frank explained that this is not through funded activities of the SJVCEO, but projects for the Stockton Chamber and the REACON model—Frank said he appreciated all Paul has been doing for them. Carole commented that the work on VIEW and the two areas of EECBG have laid the foundation for our work with municipalities.

VI.

Report on Proposals a. SJVCEO as lead • EDD Capacity Building Grant: If awarded, this would be a grant for $1.1 million. It would allow the office the opportunity to hire one full time energy grant writer which would allow us to pursue more government and non‐government funding. A second hire would be a clean energy financing person to help bring financing options to the organization and more importantly, the Valley. Cynthia told the board that a decision is expected by the end of the month, and that the results will be communicated to the board members in the weekly staff reports. b) SJVCEO as funded partner • CSET marketing inclusion: The SJVCEO was asked to be a small part of a proposal that CSET is submitting to the state EDD with just over $50,000 over two years for marketing, education, and outreach work.

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•

Fresno Region Comprehensive Residential Retrofit: This is a residential retrofit, whole house project with the City of Fresno as the lead for cities in the Counties of Fresno and Kern. The total award is for $1.9 million, allotting $150,000 over two years for the SJVCEO for reporting, marketing and outreach. The project is expected to be green lit by June 30th.

• CEC/DOE grant request: The SJVCEO was invited by the CEC to be the lead on a team to go after a DOE grant award. This is a multifamily whole building retrofit program, with a goal of completing 1,000 units a year for five years. The SJVCEO has partnered with HMG, all three investor owned utilities, the CPUC and the governor’s office. The expectation is that we will know the results by the end of September.

Paul noted that even if this is not a successful grant we have developed great relationships. c) Follow up from past report proposals: The staff has spent the last year focused on pursuing ARRA funding, and our successes demonstrate what works. d) Lessons learned: We have learned that partnering tends towards positive results and that we must be selective and mindful of whom we partner with. Carole asked the other board members to remember that it was not so long ago that the board was looking at the balance sheet and considering bake sales! She said it speaks volumes of the dedication of the board and staff that we’ve but ourselves in a totally different boat. Carole also noted that we have major contractual commitments through 2012 and one of the things we all have to remember is cash flow. She publicly thanked Cynthia and PESC for floating the organizations bills and pointed out that as a board more direction needs to be given to staff.

Carole reminded the board and staff that if the board tells Cynthia and other staff to go after unrestricted funding we will have to pass on short term project funding.

Tim asked if Cynthia includes a multiplier for administrative on grant requests. She responded that she does, but a reoccurring issue is grants calling for a .25 full time employee, and that is unrealistic. The benefit and need of looking at sustainable and unrestricted funds is that we can ensure a staff accountant and an Executive Director, etc.

Cynthia mentioned that one of the ARRA issues is you must line out what every penny is for.

Again, Carole prompted the board to comment on direction. Jeff Wright commented that the underlying driver must be that staff time and efforts, and resources remain true to our mission; our mission guides what we go after. Carole agreed, and asked that it be considered one step further: if staff is paid by grants they must meet those specific grant parameters.

Don commented that is the organization wants a true sustainable environment for funding we ought to look at how local governments utilize program income—if there is a loan program option you have money. Cynthia commented that if the board were to direct her to focus on foundation funding that Don had just planted a seed of what that’s going to look like!

Don additionally commented that everything we are doing focuses on low income and the organization is missing out on the middle and upper income opportunities. These are the people that we are missing, and if we have a loan program, the ones that can pay off the loans! Also, this is the greatest energy abusing group.

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The board agreed that from this point forward the organization needed to look at non‐grant, non‐project based funding. The board directed Cynthia to pursue unrestricted funding, and that staff focus energies and efforts on the four major contractual projects to build reputation, and build on existing relationships. Staff should not go after project restrictive funding, but put resources toward work at hand. Staff agreed, and Cynthia is enthusiastic about the opportunity to bring in sustaining and unrestricted funding.

VII.

Roundtable discussion about office direction

Carole Goldsmith

a) Paul Johnson: Paul told the board that he needs to take a sabbatical for himself. He has every expectation to return to the Valley, but need to take the summer off to renew. He will be off for July and August and will return for the board meeting in September. b) Cynthia Downing: as just directed by the board, Cynthia will look into, plan for and develop requests to foundations and other non‐project related income sources to bring in unrestricted funding for the office. c) Courtney Kalashian: Courtney will be responsible for keeping the organization moving over the summer as the Associate Executive Director. Carole told the other board members that over the last several months she had the privilege of working with Courtney on the WIA grants, and this formalization of duties is really an acknowledgement of work Courtney is already doing—and that it’s important to have a backup plan. Carole said that it was important to have this discussion with the full board now, and get feedback. Don commented that he is a strong believer in redundancies and succession planning and very much in favor as he did it himself with the American Red Cross. Tim Fisher cautioned that there are four really big projects underway, and asked if there are work plans being followed. Cynthia said that, yes and PESC is providing management and oversight.

VIII.

IX.

Other Business a) EPA brainstorming presentation on Asthma Reduction through Residential Retrofit: Paul invited three members of the EPA to present to the board on the potential for a Asthma reduction program. Leif Magnuson and Saskia van Gendt used this opportunity to brainstorm on possible project ideas, looking at combining Energy Efficiency in homes and indoor quality. In the end it was determined that it would be enough to keep an open dialogue and see what develops.

Adjourn The June 24, 2010 Board of Directors meeting was adjourned at 12:45 p.m.

Carole Goldsmith

Meeting minutes were recorded by Courtney Kalashian and submitted by Gary Hanson, Secretary _____________________________________

__________________

Gary Hanson, Secretary Board of Directors, San Joaquin Valley Clean Energy Organization

Date

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