Approved by the Board: March 27, 2007

MINUTES OF THE BOARD OF COMMISSIONERS SPECIAL MEETING

LANSING BOARD OF WATER AND LIGHT

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Tuesday, February 13, 2007

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The Board of Commissioners met in the Boardroom of the Administrative Offices, 1232 Haco Drive, Lansing, Michigan.

Present: Commissioners Gary Calkins, Robert Cochran, Joseph Graves, Semone James, Santiago Rios, Julee Rodocker (arrived 4:39 p.m.), and Sandra Zerkle (arrived 4:18 p.m.).

Absent: Commissioner Robin Smith.

The Secretary declared a quorum present.

Vice Chair Rios called the meeting to order at 4:13 p.m.

PUBLIC COMMENT

THE VICE CHAIR ANNOUNCED THAT MEMBERS OF THE PUBLIC ARE WELCOME TO SPEAK TO THE BOARD ON ANY AGENDA SUBJECT AND ANYONE WISHING TO COMMENT ON ANY MATTER NOT ON THE AGENDA MAY DO SO IMMEDIATELY PRIOR TO ADJOURNMENT.

There were no public comments.

COMMUNICATIONS

None.

MANAGER’S RECOMMENDATION

Dick Peffley, Interim General Manager informed the Board of Commissioners that he was unable to recommend the Renewable Energy Power Purchase Agreement at this time. He noted that the BWL had a short time span in which to review the proposal and address any issues but unfortunately they needed additional time for a contract of that magnitude. Mr. Peffley went onto report that it would have been an $80,000,000 deal over a course of 21 years. He further advised that he had received legal opinions, which indicated that it was best not to bring the agreement forward at this time.

The Board thanked Mr. Peffley and staff for their hard work and encouraged them to continue being aggressive in working on projects of this nature. They also commended Mr. Peffley for bringing the project forward and taking the time to inform the Board. The Board also agreed that it was best not to enter into a non-solid contractual agreement, as they would end up addressing contractual issues at a later date.

CLOSED SESSION

Delta Township Wholesale Water Contract Update

Moved by Commissioner Calkins, seconded by Commissioner Cochran, to go into executive session to further discuss a legal opinion regarding the Delta Township Wholesale Water contract protected by the Open Meetings Act exemption MCL 15.268(h). (4:18 p.m.) The roll was called.

Yeas: Commissioners Calkins, Cochran, Graves, James, Rios, Rodocker, and Zerkle.

Nays: None.

Absent: Commissioner Robin Smith.

Carried unanimously.

Moved by Commissioner Calkins, seconded by Commissioner Graves that the Special Board meeting return to open session.

Carried unanimously.

The Special Board meeting reconvened in open session at 5:09 p.m.

The Special Board meeting took a meeting break at 5:10 p.m. and resumed at 5:24 p.m.

Delta Township Wholesale Water Contract Update

Moved by Commissioner Rios, seconded by Commissioner Graves, to go back into executive session to further discuss a legal opinion regarding the Delta Township Wholesale Water contract protected by the Open Meetings Act exemption MCL 15.268(h). (5:25 p.m.) The roll was called.

Yeas: Commissioners Calkins, Cochran, Graves, James (teleconference), Rios, Rodocker, and Zerkle.

Nays: None.

Absent: Commissioner Robin Smith.

Carried unanimously.

Moved by Commissioner Calkins, seconded by Commissioner Cochran that the Special Board meeting return to open session.

Carried unanimously.

The Special Board meeting reconvened in open session at 5:54 p.m.

Discuss Internal Auditor Employment Contract

Moved by Commissioner Calkins, seconded by Commissioner Cochran to go into executive session to discuss a legal opinion presented by Amy Cavanaugh, General Counsel, protected by the Open Meetings Act exemption MCL 15.268(h). (5:56 p.m.). The roll was called.

Yeas: Commissioners Calkins, Cochran, Graves, James (teleconference), Rios, Rodocker and Zerkle.

Nays: None

Absent: Commissioner Robin Smith.

Carried unanimously.

Moved by Commissioner Calkins, seconded by Commissioner Cochran, that the Special Board meeting return to open session.

Carried unanimously.

The Special Board meeting reconvened in open session at 6:10 p.m.

COMMISSIONERS’ REMARKS

Commissioner James advised that she was pleased with the work conducted by Charles Moore, Interim Internal Auditor and as such, it would serve the Board to have him transition with the new Auditor.

Commissioner Calkins suggested that Mr. Moore continue working with the Board for an additional 2 – 3 months.

Commissioner James responded by stating that the new Auditor will have a learning curve and she does not want an open-ended contract. Therefore, Commissioner James went onto note that the work conducted by Mr. Moore should be directed with specific goals in mind. After further discussion, the following motion was introduced.

Motion by Commissioner Calkins, seconded by Commissioner Graves, to support the transitional period between Mr. Moore and the new Auditor, which would be up to 3-months and anything further would be subject to review.

Discussion: Commissioner Rios noted that a 90-day timeframe would give them an option to continue.

Commissioner Graves suggested that they could go internal and/or external. He went onto note that as a Board they think it is important that there be an interim period of transitional time.

Commissioner Cochran introduced a friendly amendment to limit the transitional timeframe to 90 calendar days.

Commissioner Calkins amended the motion to include 30-billable days over a 90-day calendar period.

Action: Carried unanimously.

EXCUSED ABSENCES

On motion by Commissioner Calkins, seconded by Commissioner Rios that the absence of Commissioner Smith be excused.

Carried unanimously.

PUBLIC COMMENT

There were no public comments.

ADJOURNMENT

On motion by Commissioner Graves, seconded by Commissioner Cochran, the meeting adjourned at 6:19 p.m.

/s/ Rhonda Jones, Corporate Secretary

Filed with Lansing City Clerk

February 19, 2007