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| DECEMBER 29, 2009 |
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VERMONT ELECTRIC COOPERATIVE, INC. REGULAR MEETING OF THE BOARD OF DIRECTORS DECEMBER 29, 2009 APPROVED MINUTES As required under the VEC By-Laws, notice of this meeting was sent to each Director by deposit in U.S. mail on December 22, 2009.
CALL TO ORDER – AGENDA ITEM # 1
First Vice President Dan Carswell called the meeting to order at 12:07 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont. Present were Directors Dorothy Allard, Michelle DaVia, Craig Kneeland, Bertrand Lague, Howard Leighton, Priscilla Matten, Daniel Parsons, John Ward, John Westie, and Mark Woodward. President Thomas Bailey and Director John Miller were absent. Also present from VEC were CEO David Hallquist, CFO Mike Bursell, Manager of Corporate Services Elizabeth Gamache, Manager of Government Relations Randy Pratt and Manager of Communications Kathryn Kantorski. Introduction of Craig Kneeland: First Vice President Dan Carswell asked new Director Craig Kneeland to introduce himself and then each Director and staff personnel introduced themselves.
MINUTES OF OCTOBER 27, 2009 CONTINUATION AND MINUTES FROM NOVEMBER 24, 2009 REGULAR MONTHLY MEETING APPROVED –AGENDA ITEM #2
Lague moved and Woodward seconded:
That the minutes of the October 27, 2009 meeting be approved as presented.
The motion carried unanimously and the minutes were approved as amended. Lague moved and Matten seconded:
That the minutes of the continuation of the October 27, 2009 meeting held November 24, 2009 be approved as presented.
The motion carried unanimously and the minutes were approved as presented. Lague moved and Woodward seconded:
That the minutes of the November 24, 2009 be approved as presented.
The motion carried unanimously and the minutes were approved as amended.
FINANCIAL UPDATE – AGENDA ITEM #3 CFO Bursell and those present engaged in a discussion of the Financial Update included in the Board packet which was distributed to all Directors prior to the meeting. November variances: VEC finished the month of November ahead of budget largely due to the financial contingency planning. School Street: VEC had anticipated closing the sale by the end of December but there have been some issues that are pushing the closing into January of 2010. VEC has about 95% of the closing process complete with a tentative closing date of January 20, 2010. Fairpoint Bankruptcy: Fairpoint has missed payments to VEC. Based on legal advice VEC can withhold payments due from VEC to Fairpoint to equal the debit owed VEC by Fairpoint.
2010 Rate Case Bursell referred Randy Pratt’s update included in the packet regarding the letter from Commissioner O’Brien of the Department of Public Service to the Public Service Board recommending that the tariff be allowed to go into effect without suspension, hearing or investigation. December Storm: Wright told Directors that during the Thanksgiving storm we had approximately 9100 members without power. VEC mitigated much of the cost because we were able to restore the outages quickly. The storm in December was a different story and resulted in more severe damage. The damages of both storms are anticipated to run approximately $250k each. However VEC is still slightly under budget for storm related restoration year to date. Possible VELCO metering error: CFO Bursell told Directors that it appears there may be a VELCO metering error in our favor. Funds are being set aside in case an adjustment is required.
LOCATION OF ANNUAL MEMBERS’ MEETING – ITEM #4 Ward moved and Matten seconded:
That the Annual Meeting of the membership be held at the Abbey, Sheldon, Vermont on Saturday May 15, 2010.
The motion passed unanimously.
BOD STRATEGIC PLAN FOR 2010- ITEM #5 CEO Hallquist presented to the Board Vermont Electric Cooperative’s 2010 Strategic Plan: Our Energy Our Future which was included in the Board packet distributed to all Directors prior to the meeting. Directors had an opportunity to ask questions during the presentation. First Vice President Carswell asked that Hallquist put a discussion of “Generation: Environmental Economy” on the agenda for next month’s meeting. Bursell left the meeting at 1:15 p.m. and returned at 1:24 p.m. Parsons left the meeting at 1:24 p.m. and returned at 1:25 p.m. One Director expressed concern about VEC administrative time being devoted to analysis of generation projects outside of our service territory. It was this Director’s thought that the time should be devoted to exploring and analyzing generation opportunities in VEC’s service territory. Hallquist concluded his presentation by reviewing the Board’s mission statement and the Core Competencies of VEC’s Strategic Plan. He reviewed the grades he assigned to each of the Core Competencies and explained his reasoning behind the grades.
First Vice President Carswell called for a short break in the proceedings at 2:15 p.m. The meeting resumed in the Robert P. Northrop Boardroom at 2:30 p.m.
FEMA GRANT FOR NEK CONNECTOR - ITEM #6 Hallquist told the Directors that he will not be requesting Board approval on the FEMA Grant Funds since it has been delayed for another month. COO Wright gave an update on the NEK Connector. Wright referred to page 64 of the packet, a map view of the area included in the Connector proposal. Wright told the Board there are four major components to the NEK Connector project that, when completed will significantly improve reliability in all of Essex County and will also provide support for the electrical grid in Coos County, New Hampshire. The total project cost will be approximately $15M and 80% of the project will be reimbursement funding from the grant(s).
Hallquist resumed his presentation and discussed what he refers to as “the strings attached” to the NEK Connector project. These are the NEK Connector Federal Requirements and consist of three key points:
In summary Hallquist told the Board the main objective of these requirements is that VEC can’t create a self benefit and to prevent that there is a requirement to contract out the administration of the project. This contract person will be paid for out of the grant funds. Gamache left the meeting at 3:00 p.m. and returned at 3:03 p.m. Hallquist continued to review the checklist of NEK Connector Federal Requirements in its entirety. MANAGERS’ REPORTS - #7 Woodward left the meeting at 3:15 p.m. and returned at 3:17 p.m. Stimulus Funding Update: One Director asked for clarification on the stimulus funding update included in the Board packet regarding the smart meter technology we are currently using and the meters that other utilities may be mandated to use. The issue being that VEC may then have two different smart meters technologies on our system. Hallquist responded by saying that VEC will not make a decision to change the meters being deployed without Board approval. Gamache left the meeting at 3:26 p.m. and returned at 3:28 p.m. Hallquist left the meeting at 3:26 p.m. and returned at 3:27 p.m. Steel Tower Line: Wright shared with Directors that VEC had their technical hearing today and is fairly confident that we will be able to use the pole yard VEC desires without having to get a CPG permit. He told Directors that The Department of Public Service (DPS) completely supported the project and the design.
COMMITTEE REPORTS – AGENDA ITEM #8 Communications Committee Chairperson Allard told the Board that the Communications Committee had a teleconference meeting to discuss the January issue of Coop Life and the minutes of that meeting were included in the packet.
Power Supply and Operations Committee: Chairperson Carswell told Directors that the committee did not have anything to report at this time because they did not meet last month. Carswell did inform the Board that there is a vacancy on the committee as a result of the resignation of Steve Wolfgram. He also told the Board that Director John Westie had expressed interest in filling this vacancy.
Ward moved and Lague seconded:
That John Westie be appointed to fill the vacancy on the Power Supply and Operations Committee.
Parliamentarian Pratt told Directors that the floor was open to further nominations. There being no further nominations from the floor a motion was made and seconded that nominations be closed. Ward moved and DaVia seconded:
That the nominations cease.
The motion to cease nominations passed unanimously.
The main motion then passed unanimously. John Westie was appointed to the Power Supply and Operations Committee. Westie accepted his appointment.
Governance Committee: Chairperson DaVia briefed the Board on the policies included in the Board packet which were distributed to all Directors prior to the meeting. DaVia referred to Board Policy B.4; Board Policy B.5; Policy B.6; Policy B.7; Policy B.8; Policy B.9 and Policy B.11. She informed the Directors that this was the Boards first review of these proposed BOD Policy revisions. Directors had an opportunity to ask for clarification and request changes on various sections of the policies. Chairperson DaVia captured the proposed changes. The proposed Policies in their revised form will be brought back to the Board for final approval.
CFO Bursell left the meeting at 3:45 p.m. and did not return.
COO Wright left the meeting at 3:45 p.m. and did not return.
OTHER BUSINESS-AGENDA ITEM # 9 There was no other business.
ADJOURN – AGENDA ITEM # 10
There being no further business before the meeting, Lague moved and Parsons seconded that:
The meeting be adjourned.
No discussion was forthcoming and the motioned carried unanimously. The meeting adjourned at 4:29 p.m.
Respectfully submitted:
_______________________ _____________________ Michelle DaVia, Secretary and Thomas Bailey, President [Signed Minutes] (PDF) 
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