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June 14, 2001
Minutes

ESMEC Director, R. Allan Gorsuch called the meeting to order at 10:00 a.m.

Present, constituting a quorum were: R. Allan Gorsuch; ESMEC, Sandy Smith, Cecil County; Mark Miller, Wicomico County; Robin Landgraf, Queen Anne's County; Chip MacLeod, Funk & Bolton; Bill Cain, Somerset County; Milton Nagel, Caroline County; Gary McCabe, Worcester County, Charles Connolly, Talbot County, David Downes, Downes Associates, Inc.; John Pfister, Dorchester County.

  1. Trust Agreement - Charles Connolly made a motion to adopt the amended Trust Agreement dated May 21, 2001. The motion was seconded by Milton Nagel and passed unanimously. Allan Gorsuch passed around page 20 of the May 21, 2001 Trust Agreement for signatures of the Trustees.
  2. Trust Administration - Allan Gorsuch introduced Robin Shobe and asked for any objections as to her serving as Secretary under his voluntary role as Secretary/Manager to the Trust, being responsible for preparation of minutes and as further described under Article IV, Section 7 of the By-Laws.
  3. Organization By-Laws - Trustees were asked to read over the draft By-Laws in detail and e-mail or fax suggested changes to Chip MacLeod in the next couple of weeks. If Chip receives no comments, he will proceed with preparing by-laws in final form.
  4. Executive Summary - Chip MacLeod reviewed and explained purpose and goals of this summary. David Downes placed strong emphasis on the marketing aspects of the Trust. (The bigger the participant, the less the unit cost). He suggested an actual season for marketing - to spark participant interest in the Trust. Suggested marketing materials to consist of:
    • A cover letter - creating excitement about the Trust along with the purpose
    • Flyer (also answering technical questions)
    • The Executive Summary
    • The use of the PCS application process to enhance the Trust's credentials as being fully licensed and fully in compliance.
    • On-Site discussions to individual groups.
    • Communication with Boards of Education - To keep everyone informed of what is going on with Trust.
    NOTE: Any responses you make - send Allan Gorsuch, Trust Manager, a copy so an up-to-date listing of all contacts can be established.
  5. Service Contracts - Motion made by Robin Landgraf, seconded by Gary McCabe and passed unanimously to ratify the service agreements (Downes Associates and Funk & Bolton) previously approved by the superintendents.
  6. Fiscal Agent - Motion made by Milton Nagel and seconded by Bill Cain for the Board of Education of Queen Anne's County to act as fiscal agent for one (1) fiscal year and at such time the Trust would take another look at the requirements placed on the Fiscal Agent. Passed unanimously.
  7. Election of Officers - Motion made by Milton Nagel and seconded by John Pfister for Mark Miller to serve as Chairman. Passed unanimously.

    Motion made by Mark Miller and seconded by Gary McCabe for Milton Nagel to serve as Vice Chairman. Passed unanimously.

    It was noted that any additions to the agenda be directed to Mark Miller, Chairman.

  8. Application Fee - Discussion ensued regarding the Application Fee and what needs to be reflected in the figure; i.e., processing of applications, access to consultant, access to attorney, size and electricity use of groups.

    Motion was made by Charles Connolly and seconded by Sandy Smith to set the Application Fee at $500.00. Passed unanimously.

  9. Participant Fee - Motion made by Bill Cain and seconded by Charles Connolly to set the Participant Fee at $3,000.00 per Participant, reflecting start-up costs and estimated FY 2002 expenses. Future Participant Fees will be apportioned according to kilowatt usage by each Participant with a minimum Participant Fee of $500.00.

    For FY 2002, new Participants will pay $3,500.00 and agree to a two-year commitment to the Trust.

    Passed unanimously.

  10. Usage Data Reports and RFP Status - David Downes passed around two (2) handouts; Combined Usage Data Sheets and Status of Usage Data Submittals and discussed same. Advised he will transmit information into a letter and submit RFP to suppliers in the next two weeks.

    General discussion regarding concerns relating to terms, timing in the marketplace, positioning the Trust for the future market, turnaround time involved in coordinators being available to accept pricing and the need for a memo setting criteria to evaluate pricing. David Downes will propose a "window" during which coordinators must make purchase decision.

  11. Meeting Schedule - The next meeting is scheduled for Thursday, September 13, 2001 at 10:00 a.m. in the Queen Anne's County Board Room with lunch and the Finance meeting to follow.
  12. Other - Trustees' Role - Chip MacLeod discussed the role of the Trustee and pointed out to base decisions in the best interest of the organization. Trustees need to be familiar with:
    • Trust Agreement.
    • The power/liability/fiduciary duties as a Trustee.
    • Assessing participants.
    • Personal liability - Trustee will be indemnified providing he/she is acting in good faith.
    The above resulted in discussion regarding insurance to protect the Trustees/Trust from errors, omissions, etc.