VERMONT ELECTRIC COOPERATIVE, INC.
ORGANIZATIONAL MEETING OF VEC BOARD OF DIRECTORS 
The Abbey, Sheldon Vermont
on
Saturday, May 15, 2010
Held in accordance to VEC Bylaw Article V, Section 2 
APPROVED MINUTES 

Board members present: Dorothy Allard, Director at large, West; Tom Bailey, Director at large East; Dan Carswell, Director at large West; Craig Kneeland, Director at large West; Bert Lague, Director at large East; John Miller, District 7 Director; Dan Parsons, District 6 Director; John Ward, District 2 Director; and Mark Woodward, District 4 Director. Board members absent were Michelle DaVia, District 5 Director; Priscilla Matten, District 3 Director and Don Worth, District 1 Director.
Staff present: Dave Hallquist, Randy Pratt and Kathryn Kantorski.

1.  Call to Order.
Randy Pratt called the meeting to order at 12:13 P.M. assuming the role of temporary chairperson until the election of the office of President was complete.

2.  Roll call to determine a quorum.
It was determined that a quorum was present with the majority of Directors in attendance.  

3. Election of Officers: 

President

Lague moved and Woodward seconded: 

To nominate Thomas Bailey for President.

The motion passed unanimously and Tom Bailey reassumed his role as Board Chairperson.

First Vice President 

Ward moved and Bailey seconded: 

To nominate Dan Carswell for the office of First Vice -President. 

The motion carried unanimously. 

Second Vice President 

Lague moved and Woodward seconded: 

To nominate Dan Parsons for the position of Second Vice President 

The motion carried unanimously. 

Secretary 

Lague moved and Miller seconded: 

To nominate Michelle DaVia for the office of Secretary

The motion carried unanimously. 

Treasurer           

Miller moved and Bailey seconded: 

To nominate Bert Lague for the position of Treasurer. 

The motion carried unanimously. 

Chief Executive Officer 

Bailey moved and Carswell seconded: 

To appoint David Hallquist to the position of Chief Executive Officer. 

The motion carried unanimously. 

Parliamentarian 

Lague moved and Ward seconded: 

To appoint Randy Pratt to the position of Parliamentarian. 

The motion carried unanimously. 

4.  Vote to adopt Master Schedule: 

Lague moved and Allard seconded to approve the following resolution: 

RESOLUTION: That a Master Schedule of monthly regular meetings of this Board of Directors (Master Schedule) hereby is established in which regular meetings of the Board of Directors, except for the Organizational meeting immediately following the Annual Meeting of Members, are set to be held in the Board Room at the offices of Vermont Electric Cooperative, Inc. in Johnson, Vermont, to begin at 12:00 noon on the last Tuesday of each month until this Master Schedule by specific reference hereto is terminated by resolution of the Board of Directors (Board); and 

That the Board from time to time may set the respective date, time and place of a regular Meeting of the Board to replace any meeting set by the Master Schedule but canceled by the Board or as herein provided, and that the setting of the said respective date, time and place of said replacement meeting shall not in an of itself be, and shall not be deemed to be, a termination of the Master Schedule or a revision of this resolution; and 

That the President or his or her designee may cancel any respective regular Meeting of the Board, unless Directors of such number as would constitute a quorum each state objection to said respective cancellation, and in addition a quorum in fact appears at said respective meeting. 

The motion carried unanimously.

5.  Vote, if necessary, to establish or confirm check signing authority. 

No action taken.             

6.  Any other business that properly may come before this meeting.
President Bailey mentioned that if any Director is interested in changing committee assignments that they submit their requests directly to him. 

Parliamentarian Pratt mentioned that the timing of when we made the petitions for Candidate for Director available overlapped slightly to the approved changes in the Conflict of Interests and Standards Policy and pointed out that there are some Directors who will be required to sign on the revised policies.  

7. Adjournment. 

There being no further business before the meeting, Lague moved and Miller seconded that: 

                  The meeting be adjourned. 

No discussion was forthcoming and the motion carried unanimously at 12:28 PM.

Respectfully submitted:           

Michelle DaVia, Secretary  and Thomas Bailey,President 

Signed minutes (PDF)