MINUTES
Northwest Open Access Network
Meeting of the Board of Directors
May 13, 2015
Embassy Suites Hotel
15920 West Valley Highway
Seattle, Washington
The meeting of the Board of Directors of Northwest Open Access Network
("NoaNet") commenced at 9:00 a.m. on May 13, 2015.
Present
The following Board members were in attendance:
Ernie Bolz
Rick Larson (alternate)
Linda Gott
Doug Miller
Hugh Haffner (alternate)
Roger Wright
Don Queen
Lloyd Berg
Wayne King (by conf. phone)
(Okanogan PUD)
(Pend Oreille PUD)
(Mason PUD No. 3)
(Pacific PUD)
(Clallam PUD)
(Franklin PUD)
(Energy Northwest)
(Kitsap PUD)
(Jefferson PUD)
Also present were: Tim Nies (Franklin PUD); Vic Scarano (Franklin PUD); Ben
Hooper (Franklin PUD); Curt Knapp (Pend Oreille PUD); Rhonda Thomas (Pend Oreille
PUD); Annette Creekpaum (Mason PUD No. 3); Diana Thompson (Pacific PUD); Paul
Avis (Kitsap PUD); Bob Hunter (Kitsap PUD); Jim Civilla (Kitsap PUD); Bill Graham
(Jefferson PUD) (by conf. phone); Dennis Bolz (Chelan PUD and WPUDA); George
Caan (WPUDA); Greg Marney (NoaNet); Dave Spencer (NoaNet); Paul Harding
(NoaNet); Angela Bennink (NoaNet); John Smith (NoaNet); Claire Baker (NoaNet); Jim
Rowland (NoaNet Consultant); and Don Cohen (Gordon Thomas Honeywell).
4825-7054-3652
Page 1 of 6
Preliminary Remarks
President of the Board Linda Gott welcomed those present.
introductions around the room.
There were
Outage Report
CEO Greg Marney provided information on the March 12, 2015 outage. It
appears to have been a result of a unique denial of service attack, but the cause is still
under investigation. The network is back up running as well as possible under the
circumstances. NoaNet deeply regrets the impact of the outage on the Members and
customers. John Smith stated that all customers are back up. He described NoaNet staff
contacts with customers, and stated that the next step over the short term is to determine
the cause, and how to mitigate the risk of a future occurrence of this nature.
Discussion followed. This included ongoing communication with Members and
customers, service credits and customer relations implications, other networks
independent of NoaNet’s that were impacted by the outage, and potential outage causes.
It was noted that NoaNet’s largest customers “stayed up”.
Resolution No. 146 Expressing Appreciation to Tim Nies
Linda Gott commented that Tim Nies had been appointed as Franklin PUD’s
General Manager, and decided he would not be continuing his service on the NoaNet
Board. Roger Wright will now be Franklin PUD’s Board member. Ms. Gott and Greg
Marney thanked Mr. Nies for all of his work on NoaNet’s behalf, particularly on financial
matters, including the state audit.
Resolution No. 146: A Resolution Expressing the Appreciation of
Northwest Open Access Network for the Service of Tim Nies as a
Member and Secretary and Vice-President of the Board.
Motion: Roger Wright moved, and Don Queen seconded, approval of
Resolution No. 146. The motion passed.
Mr. Nies commented on NoaNet’s growth and ability to meet challenges it has faced.
Resolution No. 147 Appointing the Vice-President of the Board
Because of Tim Nies’ leaving the Board, the office of Vice-President of the Board is
vacant. There was discussion of the procedures for appointment of a replacement, including
what the term of office would be. Linda Gott reviewed potential candidates. Ernie Bolz stated
4825-7054-3652
Page 2 of 6
that he would be willing to serve, but also noted that he does not intend to seek re-election as a
PUD Commissioner after 2016.
Resolution No. 147: A Resolution Appointing the Vice-President of
the Board of Directors of Northwest Open Access Network to fill a
vacancy.
Motion: Roger Wright nominated Ernie Bolz for the position of VicePresident of the Board, and moved approval of Resolution No. 147.
Don Queen seconded the nomination and motion. There were no
additional nominations. Mr. Bolz commented on his commitment to
and excitement for NoaNet’s work. The motion passed.
Approval of Minutes
The minutes of the Board meeting of April 8, 2015 were presented for approval.
Motion: Doug Miller moved, and Rick Larson seconded, approval of
the minutes of April 8, 2015. The motion passed.
Approval of Payments for March 2015
NoaNet Controller/Auditor Paul Harding commented on several entries. This
included comments on entries reflecting payments for the state audit, catching up with
NoaNet’s pension obligations, and network-wide battery maintenance expenses.
Motion: Ernie Bolz moved, and Roger Wright seconded, approval of
the expenses on the Payment Certification form for March 2015, dated
May 4, 2015. The motion passed.
Financial Report
Paul Harding stated that NoaNet’s financial trends continue to be very positive.
He also noted that the long-term bond payments will be completed in 2016. Revenues
and expenses are on track with the 2015 Budget, other than a few timing issues on
revenue from non-recurring costs that are expected to even out over the course of time.
Mr. Harding continued that there have been no draws on the new line of credit yet, but
that it is expected to occur during the next month.
4825-7054-3652
Page 3 of 6
Membership Account Task Force Report
Linda Gott opened the subject of the Membership Account Task Force. Greg
Marney summarized the history of discussion of Membership Accounts. He noted that
the Task Force is recommending that Membership Accounts be eliminated, future
distributions be based on Percentage Interests at the time of distributions, and there be no
distribution to withdrawing or expelled Members. He continued that there were no legal
or accounting impediments to implementing revisions to the Bylaws that would be
necessary. Mr. Marney also summarized changes in Percentage Interests since 2000. He
noted that Membership Accounts no longer serve the purpose contemplated for them at
the time NoaNet was created. Discussion followed.
Doug Miller, one of the members of the Membership Account Task Force, stated
that the purpose of the discussion at this Board meeting was to see if those present were
generally comfortable with moving forward with implementing these changes and, if so,
proposed revisions to the Bylaws would be made and distributed, with further discussion
at the June Board meeting and potential action at the August meeting (the July meeting
being tentatively cancelled). Those who spoke indicated that they were comfortable with
proceeding with drafting of proposed amendments.
Greg Marney then stated that an additional issue the Task Force discussed was one
relating to better managing potential Member withdrawals. He noted that NoaNet’s
financial condition is very good at this point, but that, in case that changed over time, the
Task Force had discussed proposed ways of dealing with the situation of withdrawing
Members. Discussion followed. This included an emphasis on providing sufficient time
for Members to discuss various alternatives if there were Member withdrawals in the
future above a certain threshold. Greg Marney summarized the proposal as follows: If
25% or more of the Members (by Percentage Interest) give Notice of Withdrawal within
the same 60-day notice period, then the notice period for all Members would be increased
to add 90 days after the date of the notice of the Member who brought the percentage up
to the 25% level, and all withdrawals by Members giving notice before the end of the 90day period would be effective 60 days after the expiration of the 90-day period. The
discussion indicated a consensus to move forward with drafting provisions reflecting this
revision to the Bylaws.
It was noted that the Membership Account Task Force felt that the various
changes to the Bylaws should have unanimous support by the Board of Directors and the
Members, even if the Bylaws required only a 2/3 vote of all Directors or of all Member
Representatives. There was no disagreement expressed on this point.
Four other potential revisions to the Bylaws were discussed. There was no interest
in broadening eligibility requirements for membership in NoaNet, that issue having been
4825-7054-3652
Page 4 of 6
discussed and resolved at the 2014 workshop. Three other potential revisions will be
drafted, based on discussion at the meeting. These were: eliminating customer
employees as potential Board members, clarifying that admission of new Members is on
the financial and other terms set by the Board, and clarifying that the 3-year terms for
Board officers are not subject to term limits.
Member Report
Rhonda Thomas reported on Pend Oreille PUD’s telecommunications activities.
Discussion followed.
Operations and Marketing Report
COO Dave Spencer described new services offered under Network Coordinated
Services. He also described several outages during the past month that were not directly
related to NoaNet activities. With respect to the May 12 outage, Mr. Spencer reiterated
that investigation and evaluation are underway to determine what the outage was, how it
happened, and what NoaNet can do to mitigate that type of risk in the future.
Mr. Spencer also described April TechFest, which was very well attended. He
also provided an update on microwave activities, and stated that due diligence was still
underway on the potential facilities acquisition discussed at a previous Board meeting.
Angela Bennink introduced the subject of NoaNet’s new website. Claire Baker of
NoaNet reviewed the new website format, noting that among its purposes were to have
alternate sizing for different kind of computers and mobile devices, and to provide a clear
demarcation between technical and community-oriented information on the website. Ms.
Baker noted that NoaNet’s mission and the importance of its work to underserved
communities is reiterated in various ways on the website. There was discussion
throughout. Those present were encouraged to provide any comments they have on the
new format.
Dave Spencer reported on the status of a long-time NoaNet customer contract that
will expire next year.
Angela Bennink and Paul Avis described the Broadband Communities Summit in
Austin, Texas they attended. This included comments on FCC’s Chairman Wheeler’s
presentation, which emphasized the importance of municipal broadband networks to
bring competition and better services to underserved areas. They also commented on the
FCC pre-emption order and the appeal by the State of Tennessee, which were discussed
at the Austin meeting.
4825-7054-3652
Page 5 of 6
Greg Marney described a conference he had attended, in particular the negative
audience reaction to a presentation from a major telecommunications company.
There was discussion throughout.
Other Items For Discussion
The Board will conduct its CEO performance evaluation in June. The June Board
meeting is in Spokane at the NoaNet NOC. There is still tentatively no Board meeting
scheduled for July.
George Caan, WPUDA Executive Director, commented on the WPUDA
Telecommunications Workshop scheduled to begin after the lunch break.
Adjournment
There being no further business, the meeting of the Board of Directors adjourned
at 11:51 a.m.
Respectfully submitted,
__________________________________
Greg L. Marney
Chief Executive Officer
Attest:
______________________________
Linda R. Gott
President of the Board
4825-7054-3652
Page 6 of 6