VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
APRIL 6, 2011 SPECIAL TELECONFERENCE MEETING

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 March 31, 2011.

CALL TO ORDER – AGENDA ITEM # 1
President Tom Bailey called the meeting to order at 4:05 p.m. via teleconference call with Management in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont. Present on the teleconference call were Thomas Bailey and Directors Dorothy Allard, Michelle DaVia, Craig Kneeland, Bertrand Lague, John Miller, Don Worth, and Mark Woodward. Also present from VEC were CEO Dave Hallquist, Manager of Corporate Services Liz Gamache, and Internal Communications Specialist Amanda Niklaus.  

Programs and Policy Manager Randy Pratt joined the meeting via teleconference call at 4:06 p.m.

REPORT OF THE CANDIDATE REVIEW COMMITTEE – AGENDA ITEM #2
The Candidate Review Committee reports the following confirmed candidates for the 2011 Election of the Board of Directors of Vermont Electric Cooperative, Inc.:

District 1 – 4 year term
Paul King of Island Pond
Ken Mason of Morgan
Don Worth of Island Pond

District 6 – 4 year term
Dan Parsons of Richford [unopposed]

West Zone Director at large – 4 year term
Dan Carswell of Franklin
Caleb Elder of Starksboro
Robert Pearl of Grand Isle
Naomi Shaw of Westford

ANY OTHER BUSINESS – AGENDA ITEM #3
2011 Election Voting Rules

Pratt explained that pursuant to VEC Bylaws, Article III, Section 5, the Board must approve Vermont Electric Cooperative’s 2011 Rules and Procedures for Voting in Connection with Meetings of the Members. Said rules and procedures were distributed to all Directors via email. A brief discussion ensued.

Lague moved and Miller seconded:

To approve Vermont Electric Cooperative’s 2011 Rules and Procedures for Voting in Connection with Meetings of the Members.

The motioned carried unanimously.

April 26, 2011 Board Meeting Agenda

Hallquist discussed the upcoming April 26 Board meeting agenda. He stated that during this meeting, the Board of Directors will make a decision regarding the proposed Entergy power purchase agreement. He suggested that VEC invite a representative from Entergy and Arnie Gundersen from Fairewinds to present during the meeting. He explained that the purpose of their presentations would be to provide Directors with supporting and opposing arguments.

A Director expressed concerns regarding inviting Entergy to the meeting and a brief discussion ensued.

There were four [4] votes in favor of the suggestion to invite supporting and opposing presenters and three [3] votes against.

A brief discussion ensued regarding the order of meeting agenda items. A Director had suggested that management consider putting Vermont Yankee first on the agenda. A brief discussion ensued.

There were four [4] votes in favor of the suggestion to put the Vermont Yankee topic first on the agenda and three [3] votes against.

Hallquist thanked Directors for their suggestions.  

ADJOURN OR RECESS – AGENDA ITEM #4

Lague moved and Miller seconded:

That the Teleconference meeting be adjourned.

The motion carried unanimously and the meeting adjourned at 4:32 p.m.

Respectfully submitted:

______________________                          _____________________

Michelle DaVia, Secretary       and        Thomas Bailey, President

Signed PDF Minutes