November 18, 2014
The Governing Authority of the Vinton Public Power Authority was convened in regular session in the Town Hall, Tuesday, November 18, 2014, at approximately 6:50 P.M. after full compliance as to notice and otherwise in respect to convening of said meeting with the following members present:
Kenneth O. Stinson, President
Bliss Bujard, Director
Kevin Merchant, Director
Paul Patin, Director
Marcus Renfrow, Director
ABSENT: William “BB” Loyd, Director
ALSO PRESENT: Cade R. Cole, Board Attorney
President Stinson called the meeting to order.
It was moved by Director Merchant to authorize the secretary to pay the bills for the month. The motion was seconded by Director Bujard and carried.
It was moved by Director Bujard that the following Resolution be adopted. The motion was seconded by Director Renfrow and carried.
RESOLUTION OF THE BOARD OF DIRECTORS
A resolution authorizing and providing for the participation of the Vinton Public Power Authority in the Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation initiative; authorizing the filing of necessary documents relating thereto; providing for development of procedures to ensure future compliance with continuing disclosure obligations; and providing for other matters in connection therewith.
WHEREAS, the Vinton Public Power Authority, a political subdivision and body politic and corporate of the State of Louisiana (“VPPA”), was created by the Town of Vinton, State of Louisiana (the “Town”), to achieve greater economy and efficiency in the provision of electric power and energy services to the Town under the authority of Article VI, Section 20 and Article VII, Section 14(C) of the Louisiana Constitution of 1974, and Chapter 10, Part 1, Subpart A of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:4170-4175, inclusive) and other constitutional and statutory authority;
WHEREAS, VPPA has issued, or has been the conduit borrower of, one or more series of bonds in furtherance of the purposes for which it was created (the “Bonds”);
WHEREAS, Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240.15c2 12) (the “Rule”) requires annual reporting of certain financial information, operating data and notices of material events for municipal securities issues by each “obligated person” participating in a municipal securities issuance which is subject to the Rule;
WHEREAS, the Rule defines an obligated person as any person, including an issuer of municipal securities, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the municipal securities to be sold in an offering;
WHEREAS, VPPA is considered an obligated person as such term is defined in the Rule;
WHEREAS, the Securities and Exchange Commission (the “SEC”) has announced a Municipalities Continuing Disclosure Cooperation initiative (the “MCDC Initiative”) intended to address potentially widespread deficiencies in information filings in the municipal securities market;
WHEREAS, the MCDC Initiative allows certain obligated persons to voluntarily report to the SEC issues of municipal securities for which incomplete or inaccurate descriptions of past compliance with continuing disclosure obligations were contained in offering documents for such securities and to accept predetermined settlement terms in lieu of harsher penalties that may be imposed absent participation in the MCDC Initiative;
WHEREAS, the settlement terms include requirements that each obligated person participating in the MCDC Initiative: (i) establish appropriate policies and procedures and training regarding continuing disclosure obligations within 180 days of the institution of the proceedings by the SEC, (ii) comply with existing continuing disclosure undertakings, including updating past delinquent filings within 180 days of the institution of the proceedings, (iii) cooperate with any subsequent investigation by the SEC regarding the false statement(s), including the roles of individuals and/or other parties involved, (iv) disclose in a clear and conspicuous fashion the settlement terms in any final official statement for an offering by the issuer within five years of the date of institution of the proceedings; and (v) provide the SEC staff with a compliance certification regarding the applicable undertakings by the issuer on the one year anniversary of the date of institution of the proceedings (collectively, the “Settlement Terms”);
WHEREAS, in response to the MCDC Initiative, VPPA has completed a review of its compliance with past continuing disclosure undertakings and has determined that several information filings have been late or deficient with respect to the Bonds and VPPA desires to participate in the MCDC Initiative;
WHEREAS, in order to ensure that its continuing disclosure obligations relating to the Bonds are satisfied in the future, VPPA desires to authorize the development of policies and procedures designed to address future compliance with VPPA’s obligations under the Rule; and
WHEREAS, VPPA desires to authorize the filing of all forms, information and documents with the SEC as are necessary in connection with the MCDC Initiative as well as the development of continuing disclosure policies and procedures by authorized representatives of VPPA.
NOW, THEREFORE, be it resolved by the Board of Directors of the Vinton Public Power Authority, that:
SECTION 1. Each of the President, Vice President, Secretary or Treasurer of the Board or any other member of the Board of Directors of VPPA is hereby designated an “Authorized Officer” (collectively, the “Authorized Officers”), for purposes of this Resolution and each of the Authorized Officers are hereby authorized to do all things necessary to carry out the purposes of this Resolution.
SECTION 2. VPPA is hereby authorized to participate in the MCDC Initiative to the extent deemed necessary by the Authorized Officers.
SECTION 3. The Authorized Officers are hereby authorized to file all forms, documents and other information with the SEC as shall be necessary to satisfy the requirements of the MCDC Initiative, including but not limited to the filing of one or more Municipalities Continuing Disclosure Cooperative Initiative Questionnaire for Self-Reporting Entities.
SECTION 4. The Authorized Officers are hereby authorized and directed to establish proposed policies and procedures designed to ensure future compliance by VPPA with its continuing disclosure obligations under the Rule.
SECTION 5. This Resolution shall be effective immediately.
And the Resolution was declared adopted on this, the 18th day of November, 2014.
VINTON PUBLIC POWER AUTHORITY
Kenneth Stinson, President
Certified to be a true copy.
President Stinson and Attorney Cole reported on the meeting with Entergy.
There being no further business to come before the governing authority, it was moved
by Director Patin that the meeting be adjourned. The motion was seconded by Director Renfrow and carried.
Kenneth O. Stinson, President
Mary O. Vice, Treasurer