UDWI REMC files counterclaim against former CEO
February 14, 2018
The Utilities District of Western Indiana REMC filed its counterclaim today against former Chief Executive Officer Brian Sparks, who sued the Cooperative in December alleging Breach of Contract and other damages.
The counterclaim, filed by UDWI REMC’s legal counsel, affirms the Cooperative’s assertion that Sparks was terminated for cause and further cites he owed a fiduciary duty to the Cooperative, which he failed to honor during his employment from 2006 to 2017.
The counterclaim states that Sparks abused his position as CEO and put his and his family’s interests above those of the Cooperative and its members. The filing offers examples of Cooperative funds being used for sports tickets for personal use, sponsorships not affiliated with any UDWI business interest, unapproved and excessive charitable donations, and political contributions that were not actually given to political candidates or causes.
Included in the filing, are allegations that Sparks caused UDWI to incur improper and personal expenses for him and members of his family, and that he did not follow appropriate procedures for documentation, reimbursement and did not demonstrate legitimate business purposes for expenses. The claim states that Sparks’ conduct constituted malicious, fraudulent and, in some cases, blatant theft or conversion of UDWI funds.
UDWI’s counterclaim requests an award for damages, which includes all losses caused to the Cooperative by Sparks including the ongoing and significant costs of the internal investigation related to his actions, monies paid to Sparks that he unjustly collected during his employment, and attorney’s fees.
UDWI staff and Board of Directors will provide no additional comments regarding the counterclaim and pending legal matters.
UDWI REMC Board Evaluates Benefits for Directors
January 25, 2018
The Utilities District of Western Indiana REMC held a vote to eliminate Board of Directors' health insurance at its first meeting of the year Jan. 22--the motion failed.
While the Board is not in total agreement on the issue, it is working to reach consensus. The Bylaws Committee, comprised of three Directors, was tasked earlier this month with addressing Director insurance and compensation, and is currently gathering information on how similar organizations provide benefit options to board members.
Once completed, the findings of the Bylaws Committee will be used to help the Board make an informed decision about whether UDWI will continue to provide this benefit, and if the amount allotted to Directors for the insurance should be adjusted or eliminated. The Board of Directors plans to bring the insurance and compensation issue back to the floor for further action at its next meeting Feb. 19.
"The vote to eliminate Board health insurance did not pass at this month's meeting, but the Board is committed to fully examining this issue and finding common ground," said Board of Directors President Ron Thompson. "Along with our CEO, Doug Childs, we are reviewing every expense for the co-op and have already approved more than $600,000 in budget cuts for 2018. We will look at the findings of the Bylaws Committee and if the information shows that our benefits and compensation are out of line with other cooperatives, we will make changes."
UDWI REMC Holds First Board Meeting for 2018
January 22, 2018
The Utilities District of Western Indiana REMC is beginning the year with its first board meeting, where further plans were introduced to continue developing transparency as well as more efficient operating costs for its members.
The agenda included the introduction of a 2018 operating budget that cuts expenses for UDWI REMC by more than $600,000, representing the most significant budget reduction in recent history for the cooperative. Health insurance costs, tree trimming expenditures and the annual meeting budget are among the line items that have all been cut dramatically in order to save money this year and for the years ahead. Click on this link to view the 2018 UDWI REMC Budgets.
UDWI REMC will continue to analyze the entire operational budget to keep looking for ways to save, and by early spring plans to bring further revisions to the board.
“We are looking at every dollar and making sure operationally we are doing the best we can,” said UDWI REMC CEO Doug Childs. “We will continue to scrutinize internal and external budgets and aim to control spending for our members.”
Hoosier Energy issued its Power Cost Adjustment (PCA) for the upcoming quarter, and UDWI REMC has decided to not pass through the suggested increase to customers. The PCA suggested an increase to rates for the next three months, and historically UDWI REMC has always accepted this increase, but does not feel the need to do so at this time.
Also on the agenda was an update on the Cost of Service Survey and Plan currently underway. The Cost of Service Plan will further analyze how the cooperative delivers services to its members and identify areas for improvement and efficiency. CEO Doug Childs plans to deliver the results of the Cost of Service results to UDWI members in a series of public meetings this spring, dates and locations will be announced through the UDWI website and media announcements.
Beginning April 1, Discover card and American Express will not be accepted for bill payments because of the high fees that UDWI REMC incurs to process those payments. Visa and MasterCard will continue to be accepted. Also, members who pay their bill through UDWI’s automatic bank drafting program and receive their billing each month via email (paperless billing) will receive a $2 credit on their monthly statement.
In addition to the termination of a policy that gave employees and Directors “benefits for life” upon retirement, UDWI REMC is also terminating the policy that gives those same benefits to the CEO. This represents an additional cut in expenses that were expected to grow over time and is the last remaining benefits for life policy for current employees and Directors.
UDWI also reminded members to be aware of Board of Director election information on their upcoming statements and on the UDWI website, and to also watch for a ballot packet arriving by mail in the coming weeks. For the first time, members will be able to vote for their district’s Board candidate online and by mail-in vote. Voting will also be available at the Annual Meeting April 14, but UDWI is optimistic that the new voting options will increase voter participation.
December 22, 2017
The Utilities District of Western Indiana REMC Board of Directors accepted the resignation of District 8 Director Jack Norris.
Norris submitted his resignation Wednesday, Dec. 20 citing personal reasons for his decision. Effective immediately, Norris will no longer serve on the Board of Directors and has withdrawn his name as a District 8 candidate for the 2018 Director elections.
At this time, the Board has made no decision about filling the vacancy. Cooperative by-laws give the Board two options to address a vacant seat: the Board may appoint a member to fill the position, or leave the seat vacant until the election in 2018. A Board-appointed member would be deemed a temporary Director, and would only serve until the next election cycle unless he or she chooses to officially file as a candidate for the District and subsequently wins the election.
Members interested in running as a candidate in the 2018 elections for District 8, which represents portions of Greene and Owen counties and includes the greater Bloomfield and Worthington areas, must submit all required documentation and obtain 50 signatures of support by Jan. 14, 2018. All required paperwork is available at the UDWI REMC headquarters in Bloomfield during regular business hours. No late submissions will be accepted.
December 19, 2017
The Utilities District of Western Indiana REMC Board of Directors finishes up the year at its Dec. 18 meeting, and plans to finalize more new policies—adding to an already long list of positive changes for the cooperative in 2017.
One of the items on the December agenda is the first-ever Transparency Policy for the Board and UDWI. This policy categorizes and defines cooperative information that will now be available to members either online or by request. A number of Board policies, financial documents, and staff reports are now among documents the Board plans to make accessible.
“We listened to our members and know that the Board and co-op must operate in a way that gives our members access to information,” said UDWI Board Treasurer Todd Carpenter. “UDWI belongs to the members, we should all have a clear understanding of why choices are made, and how we make budget and policy decisions. The Transparency Policy gives members valuable insight into the cooperative, and sets a precedent that I hope will be followed by all future UDWI Boards.”
The adoption of the Transparency Policy adds to several other policy changes already put in place by the Board to improve the operating procedures and the financial health of the cooperative.
Policies such as implementing purchasing controls, changing check authorization procedures, developing a wage and salary plan, eliminating post-retirement benefits, and instituting an Internal Audit Committee and Budget Committee will all give the cooperative better tools to control operating costs.
In addition, the Board enacted a whistle blower policy and nepotism policy, improving the work environment for employees.
The Board also voted to add online and mail-in voting to the 2018 elections, which will give members the opportunity to choose their Director without being required to attend the Annual Meeting in the spring to cast their vote. This is the first significant change made to voting process in decades, and the Board believes that these new options will encourage more members to get involved.
“We have made tremendous progress this year as a Board, and have done our best answer the call from our members to make the co-op better,” said UDWI Board President Ron Thompson. “Most encouraging is the selection of our new CEO, Doug Childs. He has hit the ground running and is already demonstrating his understanding of what is best for our members, and embracing our efforts to make UDWI more accountable and the best place to work for our employees.”
The Board plans to commission a rate study in 2018 to confirm costs are structured in the best way to deliver reliable service at the best value to the members. It will also put in action a plan to replace lines that are aged or in need of repair.
SIDEBAR: OVERVIEW OF BOARD ACTIONS AND POLICY CHANGES IN 2017
Hired CEO Douglas Childs, after completing national search that included 70 applicants.
Imposed purchasing controls pending comprehensive review of the UDWI procurement policy.
Imposed restrictions on charitable giving and advertising expenditures drastically lowering expenses in both areas compared to prior years.
Hired Danny L. Arnold as Interim CEO.
Approved amendments to the Audit Policy creating a functional board Internal Audit Committee with authority conduct periodic reviews of accounting practices and requiring monthly reviews of all CEO credit card purchases and expense reimbursement requests.
Approved amendments to the Budget Policy establishing a standing budget committee having responsibility to work with staff on the preparation of Operating and Capital Budgets and to conduct periodic reviews of budgets as needed during the budget year.The budget committee is charged with gaining a detailed understanding of each expense in the budgets and to make recommendations to the full Board for approval.
Approved a Whistleblower Policy to provide protection from retribution and outlining the procedures to follow for any employee who has knowledge of practices that may be illegal, unethical, or contrary to the best interests of the cooperative.
Approved an employee Nepotism Policy to clarify UDWI employment practices as they pertain to the hiring of relatives of existing employees or directors.
Changed Board policy to make member attendance at Board Meetings easier.
Approved a formal Wage & Salary Plan to establish classifications of salaried and hourly employees.The plan defines areas of responsibility for the Board and management and places limitations on the CEO’s authority under the plan.
Repealed the Board Policy authorizing post-retirement medical insurance benefits for all current and future directors.
Ended the practice of providing post-retirement medical insurance for current and all future employees.
Finalizing the adoption of a detailed Transparency Policy designed to allow member access to certain records maintained by the cooperative.
Assumed authority for approval and changes to the Employee Handbook
Authorized Bylaw Amendments to permit mail-in and Internet voting for director elections beginning with the 2018 Annual Meeting.
Began work on a 125 Cafeteria Plan to bring withholding practices into compliance with IRS regulations.
UTILITIES DISTRICT OF WESTERN INDIANA REMC
TRANSPARENCY POLICY (Member requests for Cooperative information)
UDWI REMC enacted its first Transparency Policy to make Cooperative information more accessible to members, while still allowing staff and the Board of Directors to fulfill their duties and efficiently run the Cooperative.
This policy provides guidance on the types of information that members may access, as well as information that will not be released because of confidentiality, legal or safety-related issues.
In regard to the information deemed “available and accessible to members,” UDWI REMC is in the process of determining which items will be placed on the Cooperative website for instant access and which items will be available upon oral or written request. (Please note that loading information onto the UDWI REMC website will take time to complete and will be done in multiple phases.)
When requesting information, members may be asked to provide proof of identity, and any documents made available to a member may not be used for commercial use.
The Cooperative reserves the right, in its sole determination, to have its attorney or one or more of its personnel present during all times that a member is reviewing or copying information or data.
Such information and data will be made available to the requesting member during normal business hours in a timely manner so that providing such information shall not interfere with the proper activities of the Cooperative.
Information photocopied will be charged at a fee of $0.05 per page requested. Management will not assemble data in any form other than which it exists.
December 1, 2017
The Utilities District of Western Indiana REMC Board of Directors announced this month the termination of a policy that gave employees and Directors “benefits for life” upon retirement, if they had reached 20-plus years of service to the cooperative.
The termination of the policy removed an estimated $3 million in debt liability for UDWI—a debt that was projected to increase significantly during the coming years as more employees reach retirement age and healthcare costs continue to rise.
Effective immediately, employees and Directors, regardless of years of service, will not receive UDWI-provided health insurance upon retirement. A separate policy that concerns benefits for life for the CEO upon retirement will be addressed at the December board meeting to determine if it will be terminated as well.
Already retired employees and directors, who are currently receiving the coverage, will continue to receive the benefit at this time. The Board decided that a sudden termination of plans for current recipients who rely on the benefits could cause undue personal and financial hardship to the retirees who have not had the opportunity to plan for alternative coverage.
The benefits for life policy, which had been in place for more than a decade, provided health benefits to retired employees and Directors as well as their spouses, and was fully funded by UDWI. The UDWI Board of Directors determined the policy was financially unsustainable and added unnecessary risk to the cooperative. This policy change expands on a decision made by the Board last month that had already discontinued the benefit for retiring Directors.
“Our first priority is to run the cooperative with the best interests of the members in mind, and continuing this benefits for life policy was not serving our members,” said UDWI Board President Ron Thompson. “We value our employees and want to make sure their experience working at UDWI is a positive one, but we cannot continue to provide benefits after they retire. We have to make decisions that are for the greater good of the membership and the fiscal health of the coop—this is one of those decisions.”
This policy does not change current benefits of those working at the cooperative; employees and Directors will still have healthcare coverage while employed at UDWI REMC.
October 30, 2017
UDWI REMC Names Douglas Childs as New CEO
The Utilities District of Western Indiana REMC has named Douglas Childs as its new Chief Executive Officer. The UDWI REMC Board of Directors released Child’s name after a robust national search process to fill the CEO position.
Childs brings to UDWI REMC more than 32 years of experience including over 22 years working with municipal utilities for the City of Hamilton, Ohio’s Department of Public Utilities. His experience includes utility financial management, power supply planning, operations and safety, capital budgeting, rate planning and personnel management.
In his current position as Energy Management Administrator for the City of Hamilton, Childs plans and manages the City’s power and natural gas supply as well as the area’s largest renewable electric generation portfolio. He also manages all bond financing, debt compliance and regulatory compliance. Previously, he served as the Director of Public Utilities for Hamilton, managing 235 employees and an Operations & Maintenance and Capital budget in excess of $300,000,000.
Childs was named to the American Municipal Power Board of Directors in 2013 and holds the designation of Chartered Financial Analyst (CFA). Prior to moving to the utility industry in Hamilton, he was named administrator of the year during his time as a Financial and Investment Analyst for Northern Kentucky University. He is a native of Hamilton, Ohio and received his Bachelor’s degree in Business Administration and Finance from Miami University.
“We could not be happier to welcome Doug to UDWI. His solid energy background and expertise in finance and planning will serve our members, the employees, and the Board well,” said UDWI REMC Board President Ron Thompson. “We were so impressed with Doug through the entire interview process—he is a communicator and a leader, and we are looking forward to working with him to move the cooperative forward.”
Childs will assume the CEO role on Nov. 20, taking over for Dan Arnold who has served as interim CEO since July. “We cannot begin to thank Dan enough for his work during the past few months, his leadership and steady guidance have been invaluable to our Board and employees,” added Thompson.
As CEO, Childs will advise and assist the Board of Directors in the development of strategy, policies, budgets and contracts. He will also oversee the day-to-day operations, foster member relations, and ensure that the activities and operations of the cooperative are conducted in accordance with the bylaws, policies, mission and goals.
“I’m honored by the Board’s decision to select me as the next CEO of UDWI, and I want to thank everyone who has been so welcoming to me and my wife, Patricia,” said Childs. “I am excited to begin working with the dedicated staff and the Board to serve the members of UDWI. My immediate focus is to ensure that we are providing the best service and making the best operational decisions for UDWI. I look forward to becoming part of this community and beginning a new chapter with the cooperative.”
October 23, 2017
The Utilities District of Western Indiana REMC is moving into the final phase of selecting a Chief Executive Officer for the Cooperative.
During the past two months, the UDWI REMC Board of Directors received more than 70 applications from candidates around the country to fill the leadership role. After reviewing the applicants from a wide variety of industries, including both private and public sector backgrounds, the Board selected a group of around 15 candidates to proceed to phone and video interviews.
Candidates also completed a skills and personality assessment to further validate that they possess the necessary characteristics to lead the Cooperative and conduct day-to-day operations with a “members first” mentality. The field has now been narrowed to three final candidates, who were each interviewed by the Board in-person at UDWI.
“This process has been extremely thorough and we’ve taken the time to make sure the Board has the information we need to evaluate the applicants. We have been impressed with each of the people that were part of the final round of interviews, and feel very confident that we will be able to name a new CEO soon,” said UDWI Board President Ronald Thompson.
August 25, 2017
The Utilities District of Western Indiana REMC Board of Directors released today the report from Phase Two of the internal control audit, performed by the independent firm Blue & Co.
The audit was conducted in two phases; Phase One reviewed detailed financial and accounting information as well as budget and operational activities at a staff and management level, and those findings were used by the auditors to make the recommendations provided in Phase Two, which reviewed UDWI’s board governance and accounting policies and procedures.
The auditors reviewed UDWI’s processes for business functions, and compared them to best practices for organizations similar to the cooperative in an effort to identify ways to strengthen the organization.
The report includes recommendations ranging from vendor selection, staff purchasing limits, paid time off, and proper documentation of credit card and cash purchases to budget review and check cashing procedures.
UDWI Board of Directors initiated the audit partly in response to members’ concerns on the cooperative’s day-to-day business operations.
“We have listened to our members’ concerns and will use the audit findings to make sure that the way UDWI functions is in the best interest of our members,” said UDWI Board President Ron Thompson. “Some of the recommendations identified in the audit, such as a more stringent review of the budget and board oversight for vendor payments, are already underway, and we will continue to implement new policies that will make our cooperative stronger.”
The UDWI Board is committed to addressing each area of the audit and will work with staff to improve and enforce policies and procedures. Members will continue to receive updates on how the cooperative is improving and strengthening operations.
Phase Two of the audit report is now available to members. Please click here to view. Also find UDWI's response to the audit on pages 12-20.
August 11, 2017
The Utilities District of Western Indiana REMC is seeking member input through an online survey to assist in the search for a new chief executive officer.
Survey questions address qualities, experience and competencies desired in a CEO candidate. Upon conclusion, results will be compiled and considered by the Board of Directors as it progresses with its interview and decision-making processes.
“We encourage all members to let their voices be heard by taking part in the survey. We hope to receive as many survey responses as possible. The cooperative wants to hear our members’ ideas, concerns and comments,” said UDWI REMC Board President Ronald Thompson.
As a member-owned electric cooperative, UDWI REMC adheres to the principle of “democratic member control” to provide part of the framework for the way the cooperative, its members, and the community to work together. This principle exists to ensure all members have a voice in their local cooperative, and completing the survey is one way to allow members to provide input and offer new ideas.
Members can find the survey link on the UDWI website at www.udwiremc.com and need to have their account number on hand to complete the survey. The survey period will close on August 22, 2017. A written copy of the survey is also available from the UDWI office in Bloomfield.
August 2, 2017
As the Utilities District of Western Indiana REMC moves forward in the process of selecting a full-time CEO, UDWI members have the opportunity to take an active role in the process by providing their input in an online survey.
“UDWI REMC is an electric cooperative, and the UDWI Board of Directors believes members should have a voice in how their cooperative is run and who runs it,” explained UDWI Board President Ronald Thompson. “As we prepare to select a CEO who will lead us into the future, we value our members’ input.”
The survey link is now available on the UDWI REMC website at www.udwiremc.com. Members who do not have internet access may complete the survey at the cooperative or contact the UDWI REMC office for additional assistance. The survey will remain open until Aug. 22, 2017.
Prior to interviewing candidates, the electric cooperative will implement a two-prong information-gathering process, a behavioral assessment combined with a targeted selection aspect. The UDWI Board will use a behavioral assessment tool to measure a candidate’s performance against the needs of the cooperative. Targeted selection will gather input directly from the members by means of the online survey. Survey questions address qualities, experience and competencies desired in a candidate. Upon conclusion, results will be compiled and considered by the Board of Directors as it progresses with its interview and decision-making processes.
“We are forging ahead into the future with a continued commitment to serving our members by ensuring that we understand their needs,” Thompson said. “We want to keep the lines of communication open, and we encourage our members to take an active role in their cooperative.”
July 19, 2017
The UDWI Board of Directors has named Dan Arnold to serve as interim CEO.
Arnold is a veteran REMC employee with 42 years of experience. He served in a number of management positions and eventually as CEO during his 18 years with Johnson County, and then as CEO of Orange County REMC for 24 years before retiring in 2015.
Under Board direction, Arnold will run day-to-day operations for UDWI, and provide leadership, advice and assistance to the employees while the Board conducts the search for a permanent CEO.
The Board is working to identify possible candidates to serve as the new CEO, and will work with a facilitator to assist in the selection process during the next few months.
The Board also wants to hear from the members during the search for the future CEO. Beginning in August, members can complete a survey that will provide input to the Board about which qualities and career experiences are most important for the new CEO. We will notify members when the survey period begins and how they can participate.
June 30, 2017
The UDWI REMC Board of Directors met Thursday and voted to terminate the employment of Chief Executive Officer Brian Sparks.
Upon our review of the information from the internal audit, and after much thoughtful deliberation, we determined that Mr. Sparks did not fulfill management expectations for UDWI. Mr. Sparks is relieved of all duties and responsibilities effective immediately. A search for a new CEO will begin immediately.
In the coming weeks, our members will receive a summary report from the audit, which will be followed by actions the Board will take to strengthen our cooperative. The findings of the audit did not reveal any specific problems or incorrect information on our members’ accounts or bills. Information from the audit pertaining to individual staff members will not be released based on UDWI employment policies.
We will continue to provide updates to our members as they become available, but at this time, the Board will provide no additional comments on the audit or the termination of Mr. Sparks.
June 20, 2017
The UDWI Board of Directors remains committed to keeping our members informed on the activities taking place at UDWI. Since our last update, the staff have been working diligently to provide the auditors with all necessary information for the thorough evaluation of the financial records of the organization.
The independent accounting firm, Blue & Co., has informed us that the audit is progressing as planned, and that we can expect them to provide information to the Board in the coming weeks.
When the audit has been completed our members will receive a report on the findings and recommendations, which we will make available on our website. After the results have been evaluated, we will also share how UDWI will incorporate the audit’s recommendations into the operations of the cooperative.
As we reported last month, a separate federal investigation is also underway. The Board and leadership continue to cooperate fully with this investigation. We understand that our members have questions about the investigation, but should any information on the findings be released it would be through agencies leading the investigation and not UDWI.
UDWI Executive Officer Brian Sparks remains on a paid leave of absence. Michael Chapman and Shane Smith continue to serve as interim CEOs.
We also want to thank our members, and the community, for their continued support and interest in UDWI. We will provide additional information to you as it becomes available.