MINUTES
of
Vermont Electric Cooperative, Inc.
Organizational Meeting of VEC Board of Directors
Newport Elks Club, Derby, Vermont
on
Saturday, May 21, 2011

Held in accordance to VEC Bylaw Article V, Section 2 

Board members present: Dorothy Allard, Director at large, West; Tom Bailey, Director at large East; Michelle DaVia, District 5; 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; Don Worth, District 1 Director.

Staff present: Manager of Policy and Programs Randy Pratt and Communications Specialist Amanda Niklaus. 

President Bailey called the meeting to order at 12:06 p.m. and turned the order of business over to Randy Pratt to assume 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

Ward moved and DaVia seconded:

To nominate Thomas Bailey for President

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

First Vice President          

DaVia moved and Lague seconded:

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

The motion carried unanimously.

Second Vice President

Lague moved and Bailey seconded:

                        To nominate Dan Parsons for the position of Second Vice President

The motion carried unanimously.

Secretary

Lague moved and Worth seconded:

                        To nominate Michelle DaVia for the office of Secretary

The motion carried unanimously.

Treasurer      

DaVia moved and Miller seconded:

                        To nominate Bert Lague for the position of Treasurer

The motion carried unanimously.

Chief Executive Officer

DaVia moved and Lague seconded:

            To appoint David Hallquist to the position of Chief Executive Officer

The motion carried unanimously.

Parliamentarian

DaVia moved and Lague seconded:

            To appoint Randy Pratt to the position of Parliamentarian

The motion carried unanimously.

4. Vote to adopt Master Schedule:

Ward moved and DaVia 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.        

There was no other business.

7.      Adjournment.

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

                  The meeting be adjourned.

No discussion was forthcoming and the motion carried unanimously at 12:23 p.m.

Respectfully submitted: 

______________________  and   ______________________

Michelle DaVia, Secretary      Thomas Bailey, President