VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
FEBRUARY 26, 2013
As required under the VEC Bylaws, notice of this meeting was sent to each Director by deposit in U.S. mail on February 20, 2013
CALL TO ORDER – AGENDA ITEM # 1
President Tom Bailey called the meeting to order at 12:05 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont. Present were Directors Dorothy Allard, Dan Carswell (First Vice President), Michelle DaVia (Secretary), Ken Hoeppner, George Lague, Carol Maroni, Daniel Parsons (Second Vice President), John Ward (Treasurer), Mark Woodward, and Don Worth. Also present from VEC were CEO David Hallquist, COO Jeffery Wright, General Counsel Vickie Brown, Manager of Corporate Services Liz Gamache, Controller Caroline Mashia, and Corporate Assistant Nina Russo-Sanchez.
VEC Communication Specialist Amanda Zay and VEC Senior Power Resource Planner Craig Kieny were also present for part of the meeting.
APPROVAL OF MINUTES – AGENDA ITEM # 2
DaVia moved and Worth seconded:
That the minutes of the regular monthly meeting held on January 29, 2013 be approved as presented.
Discussion ensued. The motion carried unanimously and the minutes were approved as amended.
MEMBER INPUT – AGENDA ITEM # 3
No members were present.
ANNUAL MEETING ITEMS – AGENDA ITEM # 4
Communications Specialist Amanda Zay presented to the Board a summary of the annual meeting process for 2013 along with the meeting format. She noted that the goals for this year’s meeting include increasing member participation, launching on-line voting, and celebrating VEC’s 75th year.
A brief discussion ensued regarding voting methods available for members.
Adopt 2013 Voting Procedures
General Counsel Vickie Brown distributed copies of the Policy B.14 Rules and Procedures for Voting in Connection with Meetings of Members, with the revisions that had been discussed at the Governance Committee meeting the prior day. Davia noted that this policy is reviewed every year prior to annual meeting. This year there were significant changes to the policy to implement electronic voting.
Lague moved and Worth seconded:
That Policy B.14 -- Rules and Procedures for Voting in Connection with Meetings of Members be approved for the 2013 members meeting.
Discussion ensued and members of the Board suggested certain revisions to the policy. After further discussion, the motion carried unanimously and the policy was approved as amended.