Bill Conley

The regular board meeting included several key agenda items. Cybersecurity training for directors was delivered, focusing on leadership alignment, corporate policies, risk management, and Board responsibilities. A report was provided on the yearly review requirement for CEO Succession Management policy. Discussions covered anticipated communications for the Project Domino announcement. The Policy & Bylaws Committee addressed revised employee policies, which were accepted with minor edits. New business included a determination of eligibility for director election petition candidates, acceptance of the 2025 annual inventory report and adjustments, and the identification of representatives for the Wabash Valley Power Association (WVPA) Director, Voting Delegate, Alternate, Proxy, and MSR roles. A legal update was provided, and a report was given on a previous WVPA board meeting. The Board entered an executive session to discuss the 2026 CEO Performance Evaluation, authorizing the CEO to dispose of unneeded assets related to the headquarters building project and move upon reconvening. The meeting concluded with the acceptance of the financial reports for November and the safety report for January.

The regular board meeting addressed several key items. The Budget Committee accepted the 2026 Budget as presented after addressing director questions. Regarding corporate reports, the reappointment of two Operation Round Up trustees for an additional three-year term was affirmed. The proposed 2026 Member Ambassadors of the Cooperative (MAC) meeting schedule was approved, reducing events from three to two and adjusting dates to March and September. A report on the recent Rural Electric Safety Achievement Program (RESAP) audit highlighted a significant increase in categories rated as 'exceeds requirements.' Old business included the acceptance of the proposed 2026 Board Meeting schedule. New business involved the approval of CFC loan documents and the acceptance of the annual write-off of 2024 bad debt balances (with one dissenting vote). A legal update was provided, and financial and safety reports were accepted. The board concluded with an Executive Session to discuss the 2025 CEO Performance Evaluation.

The regular board meeting covered several key actions and reports. The board affirmed the execution of Energy Services Agreements (ESAs) and the MISO Obligations and Prepayment Allocation Agreement, relating to specific agreements with WVPA, Boone REMC, and other entities, effective in July and October 2025. The 2026-2028 Construction Work Plan (CWP) for Boone Power was approved. Updates were provided on the Nominating Committee slate, revised corporate records retention schedules (approval requested next month), and an updated organizational structure incorporating functional areas and staffing needs. The Policy & Bylaws Committee reported on minor edits to Employee Policies. The Building Committee provided a general project update confirming the building project is on time and within budget. New business included the adoption of an Executive Compensation 457(b) Plan. Reports were given on the WVPA and IEC board meetings, and financial and safety reports were accepted.

The board meeting included discussions and reports on various topics. WVPA representatives provided an update on projected large load growth, transmission factors, and power supply requirements. The Expense Audit Committee reported no policy variances or exceptions in CEO, legal, and director expenses. The 2026 Budget was discussed, covering revenues, plant additions, spending budgets, margins, and cash flow. Recommendations were made to discontinue the drive-thru event and conduct the annual election and business meeting as a separate function. The Quarterly Financial Report for the third quarter of 2025 was presented. Proposed corporate records retention schedules were accepted. The committee slated incumbent directors as unopposed candidates for director election at the Boone Power Annual Meeting on April 23, 2026. Proposed board meeting dates for 2026 were discussed. Directors were provided with the IRS Form 990 Questionnaire. Voting delegates for the NRECA PowerXchange meeting were identified. Proposed distribution changes for the Indiana Connection Magazine were reported. Modifications to the Executive Compensation 457(b) Plan were discussed and readopted. A legal update was provided. Reports were given on the WVPA board meeting and safety.

The meeting included an invocation, the Pledge of Allegiance, and introductions of the board of directors and guests. Key discussion points included a financial report, an explanation of the election process for directors, and the recognition of employees and directors for their years of service. There was also discussion of a planned rate adjustment and the repeal of the utility receipts tax. The meeting concluded with the election of directors and a drawing for student scholarships.