One hundred and six members and their families attended Empire's June 3, 2010 annual meeting in Mancos, Colorado. All members received a programmable timer and were able to sample many different hors d'oeuvres from Monticello, Utah based Palmer Catering. Attendees had the opportunity to pedal the Discovery Museum's Solar Roller generator to see how much physical energy from a human being it really takes to generate electricity as well as visit with several other exhibitors — Tri-State, Colorado Rural Electric Association and 4Core.

Mancos Mayor Michele Black provided a warm welcome for Empire's members and thanked Empire for our "Don't Plug it in, Turn it in" refrigerator/freezer recycling program and for the quick responses to outages. Mayor Black also acknowledged that the town had an excellent relationship with Empire and felt like Empire has always been good to Mancos.

Attorney Spear informed the membership that there was no election held as Bill Bauer, representing District 3, was unopposed and pursuant to Empire's bylaws, no election is necessary and that Mr. Bauer is elected as a matter of law. There were no bylaw or articles of incorporation amendments.

President Bill Bauer discussed Empire's financial performance and the improving profitability of FastTrack Communications, jointly owned by Empire and Durango based La Plata Electric. He discussed the 2009 outage report and that Empire kept the lights on 99.99 percent of the time.

Secretary/Treasurer Lawrence reported on the solid financial performance of the cooperative highlighting key financial and accounting ratios indicating the financial health of the cooperative.

Empire's general counsel, Barry Spear, discussed the following legal issues:

• An update on a member complaint filed in 2009 with the Colorado Public Utilities Commission. The matter was vigorously defended by Empire and in March of this year, the Administration Law Judge recommended for dismissal of the complaint.
• An update on a litigation matter involving approximately 40 acres Empire purchased with the intent of relocating the operations center. The Montezuma County commissioners approved Empire's request for industrial zoning. Three neighbors objected to the decision and sued the County claiming the county commissioners had acted arbitrarily and capriciously in establishing an industrial zone and Empire was named as a party in the lawsuit. The Montezuma County District Court judge rejected the neighbor's complaint and ruled in favor of the County and Empire and the neighbors have now sought to appeal the matter to the Colorado Court of Appeals.
• Attorney Spear also reported that he assisted Empire in reviewing three new Public Utilities Regulation Policies Act standards which were required to be met under federal legislation. This legislation required Empire to consider its efforts in Integrated Resource Planning, Rate Design Modifications to promote energy efficiency investments and developing information for time based rates.
• Other areas Attorney Spear worked on included legal assistance for the sale of a small parcel of land Empire sold, developing contracts for net-metering customers and an initial review on contracts necessary to transfer certain transmission lines to Tri-State.
• Attorney Spear also mentioned a bill Governor Ritter signed that will affect Empire and the member owners rights in the cooperative. HB 1098 will take effect August 11 and will be in place for next year's annual meeting. It puts into law certain procedures cooperatives are required to follow in an attempt at increasing transparency for its members. He noted that many of the new statutory requirements are already being followed by Empire.

Manager Stephens commented on:

• A comprehensive summary of Empire's programs, including but not limited to Empire's net metering tariff, renewable energy credits, voluntary green power program, refrigerator/freezer recycling program, Empire's Energy Efficiency Rebate program, educational seminars, energy audit program, library Kill-O-Watt program and Empire's partnership with the city of Cortez and the Colorado Governor's Energy Office domestic hot water installation and insulate and seal program.
• The Colorado Renewable Energy Portfolio Standard mandating Empire to generate, or cause to be generated 5.9 million kWh (1 percent) of its retail electricity sales in Colorado for the year 2009. This mandate continues with 1 percent through 2010, 3 percent through 2014, 6 percent through 2019, and 10 percent for 2020 and thereafter.
• Empire's voluntary green power program. As of June 1, 2010, the price of this program was reduced from 40 cents per 100 kWh block to 9 cents per 100 kWh block. For the 2009 program, Tri-State verified that they are supplying these blocks through the purchase of renewable energy credits from wind generators to supply this need.
• The consideration of developing a solar farm. Pending legal review and final board support, this could be in place as soon as late summer.

Manager Stephens presented a program on changes Empire has undergone for the last 30 years. He demonstrated that while reliability measures have steadily improved over the last thirty years, substantial electric load growth has occurred along with the cost of electric service required to meet the load growth. He mentioned changes in the board of directors and in personnel over the last 30 years. He also noted that thirty years ago, Empire was actively promoting conservation and efficient use of electricity and continues to do so today. Manager Stephens was especially proud that the board continued to refund capital credits over the thirty year period.

Tri-State's Executive VP of Transmission, Joel Bladow highlighted Tri-State's 30 MW solar PV project in northeast New Mexico. In addition, he discussed the difficulty of upgrading Tri-State's transmission facilities citing the 69 kV to 115 kV upgrade of the transmission line from Nucla to Telluride and the huge obstacles Tri-State had to overcome. Tri-State's goal is to keep rates affordable without affecting reliability, but increasing costs of doing business will have to be recovered in future rates.

Member questions/comments follows:

• A question was asked regarding the member telephone survey Empire is undertaking
• A suggestion was made to include a summary of the monthly board of directors meetings in the Echoes, as well as on Empire's website
• One of the three neighbors suing the county regarding the location of the proposed operations park north of town spoke in opposition of this move
• A question was asked as to how much money was being spent on legal fees to defend the operations center lawsuit. President Bauer said that staff would obtain an updated cost and provide it to the membership.
• A member complained about reoccurring problems they have been having to reserve the Calvin Denton Room for her club and Manager Stephens promised to look into this and publish an answer to this question
• Thank you from Deb Barton, with Montezuma County Landfill, for sponsoring the refrigerator/recycling program.

Vice President David Sitton awarded scholarships to several high-school students attending for the 5-area high schools Empire serves then awarded several adult scholarships.

A year of electricity (up to $1,052.00) was awarded as the grand prize as well as a HD TV, a small laptop PC and several electric certificates to lucky ticket holders.