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Regular Monthly Meeting Minutes

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October 27, 2015 Board Meeting Minutes PDF Print

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
OCTOBER 27, 2015

APPROVED MINUTES
As required under the VEC Bylaws, notice of this meeting was sent to each Director by deposit in U.S. mail on October 21, 2015

CALL TO ORDER – AGENDA ITEM #1
President Tom Bailey called the meeting to order at 12:00 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont. Present were Directors Dan Carswell (First Vice President), Michelle DaVia, Ken Hoeppner, George Lague, Molly Lambert, Carol Maroni (Second Vice President), Jack Miller, John Ward (Treasurer), Rich Westman, Mark Woodward (Secretary), and Don Worth. Also present from VEC were CEO David Hallquist, CFO Michael Bursell, General Counsel Vickie Brown, Safety and Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, and Corporate Assistant Nina Russo-Sanchez.

SAFETY DRILL – AGENDA ITEM #2
Safety & Security Manager John Varney reported that children as well as adults need to be watchful at Halloween. He noted to be careful when backing out of driveways and not to pass vehicles as children could be darting out. He also noted to keep yards free of debris as children tend to run from house to house, to be cautious of candles, and to keep pets out of the way of excitement.

REVIEW BOARD OPERATING NORMS – AGENDA ITEM #3
Miller moved and Worth seconded:
That the Board enter into executive session to discuss the Board operating norms.
By unanimous vote of those present the Board entered into executive session.
By unanimous vote of those present executive session ended.

MEMBER INPUT – AGENDA ITEM #4
There were no members present.

APPROVAL OF REGULAR BOARD MEETING MINUTES – AGENDA ITEM #5
President Bailey asked if there were any additions or corrections to the minutes of the regular monthly Board meeting held on September 29, 2015 included in the October 27, 2015 Board packet.
A Board member requested to clarify that the Memorandum of Understanding which was filed with the Public Service Board (and referred to on page 4 of the minutes) concerned the settlement of the VEPP Inc. transmission billing dispute.
Ward moved and Miller seconded:
That the minutes of the regular monthly meeting held on September 29, 2015 be approved as amended.
The motion carried by unanimous vote.

CEO SUMMARY – AGENDA ITEM #6
Hallquist requested that the Board enter into executive session along with staff to discuss a confidential business matter.
Lague moved and Miller seconded:
That the Board enter into executive session to discuss a confidential business matter.
By unanimous vote of those present the Board entered into executive session.
By unanimous vote of those present executive session ended.
A brief discussion ensued regarding the video taping of Board meetings using Green Mountain Access. Hallquist reported that they indicated they would be able to begin taping as of the November regular monthly Board meeting, and the consensus was that Hallquist should make such arrangements.

Northlink Fiber
A director asked about the timeframe to reach a resolution with Northeast Enterprises as to transfer of the Northlink Fiber to VEC. Hallquist noted that management has requested a meeting with FairPoint and the Vermont Department of Public Service to obtain certainty that VEC will not assume any past liabilities to FairPoint if VEC takes over the Northlink fiber. If FairPoint agrees to this commitment, management will schedule this as an agenda item for a future Board meeting.
North Hero Solar Project
A discussion ensued regarding whether siting a solar project in North Hero is feasible. Hallquist noted that if both the Alburgh site and the Grand Isle site are built, there would be no capacity in the Islands for additional solar. A director asked whether physical limitations on our system will make it difficult to accept new net metering installations in the future. Wright noted that VEC has capacity on our distribution system for smaller projects. Discussion ensued as to several larger (20 MW) solar projects that have been proposed on the VEC system. Hallquist noted that new generation should be located close to load, rather than in remote areas which require transmission upgrades in order to transmit the power to the load. The goal should be to maximize use of the current grid, and building transmission to serve a generator with 15% capacity factor does not further that goal.

President Bailey called a break in the proceedings at 1:12 p.m.
The meeting resumed at 1:18 p.m.

A director suggested that two agenda items requiring Board action be moved up to accommodate the need by several Board members to leave early to attend the NEAEC Directors Seminar.
There were no objections.

APPROVE OPERATING BUDGET – AGENDA ITEM #8
Bursell reported that the Finance Committee reviewed and discussed at length the VEC Proposed 2016 Operating Budget at its meeting held earlier in the day. The Committee recommended approval by the full Board.
Ward moved and Maroni seconded:
That the Board approve the VEC Proposed 2016 net operating budget of $3,856,889.
The motion carried by unanimous vote.

APPROVE INTEGRATED RESOURCE PLAN ACTION PLAN – AGENDA ITEM #9
Senior Power Resource Planner Craig Kieny joined the meeting. John Varney left the meeting.
Kieny reviewed the Action Plan for the power supply section of the Integrated Resource Plan (IRP), and answered a number of questions from a Board member. Edits were suggested to the Action Plan. Wright discussed the T&D section of the IRP and answered questions. Discussion ensued as to whether action plan items should be general or more specific, since once approved they will become firm commitments by VEC.
Ward moved and Lague seconded that the following resolution be adopted:
Whereas 30 V.S.A. §218c requires that all Vermont utilities prepare a least-cost integrated plan for the provision of energy services to its Vermont customers and submit the proposed plan every third year to the Department of Public Service and the Public Service Board; and

Whereas VEC’s next integrated resource plan (IRP) is due to be filed on November 16, 2015; and

Whereas the VEC Board of Directors reviewed the draft plan at a joint Power Supply and Operations Committee and Finance Committee meeting held on October 13, 2015 and reviewed the action items which management proposed to be included in the plan at the regular Board meeting on October 27, 2015.

It is resolved that:

The IRP action plans included in the Board packet shall be approved for filing with the Public Service Board and Department of Public Service, along with explanatory text and discussion supporting the action plans.

The CEO and his designees are authorized to take such actions as are necessary or advisable to obtain regulatory approve for the IRP and its action plans and to implement such plans once approved, consistent with state and federal law and the VEC bylaws.

The motion carried by unanimous vote.

MANAGER REPORTS – AGENDA ITEM #7
Finance Update
Bursell responded to questions as to some of the details in his financial update. Discussion ensued about rate design and whether the customer charge properly reflects the fixed costs to serve a customer. A director asked whether it is possible to implement time-of-use rates to encourage use when it benefits VEC. Hallquist noted that some cooperatives in Georgia have implemented time-of-use rates. He cautioned that our own Consumer Behavior Study showed that after a few weeks, residential members would lose interest, and no longer adjust behavior to take advantage of lower time-of-use rates, so this would have to be done using automated systems.
Operations Update
Wright noted that VEC has been working with ISO-NE and Green Mountain Power to plan for interconnection studies for several large solar projects planned for VEC’s territory. There is a six-month window for completing the studies, and they will be designed to show the impact of these projects on other existing resources.
Wright responded to an earlier request by directors to see VEC’s map of three-phase lines. He noted that these maps are available on the VCGS webpage and that developers have access and software to use the maps. Printing paper copies will be time consuming. He noted that assessing possible sites for development is a very technical process and recommended that the Board refer all inquiries to the VEC engineering department.
Corporate Services Update
There was discussion about the types of products that are being considered for offering under Tier 3. A director asked how VEC would protect itself if certain products are not popular. Cohen responded that VEC plans to enter into partnerships with others, and will not get into the business of providing products directly. Further discussion ensued about incentives for participation.

COMMITTEE REPORTS – AGENDA ITEM #10
Communications Committee Meeting – 9/29/15
Maroni noted that the Communication Committee met on September 29, 2015, but there were no action items recommended for the full Board.
Lambert moved and Woodward seconded:
That the minutes of the 9/29/15 Communications Committee meeting be approved.
The motion carried by unanimous vote.
A director asked about plans to hold meetings with members. Cohen noted that she is planning a series of meeting which will include brief, informal presentations to encourage member engagement. Hallquist noted that this is part of an effort to increase the number of VEC customers who identify as members.

ANY OTHER BUSINESS – AGENDA ITEM #12
Hoeppner reported that the Governance Committee has reviewed 11 of the 17 Board Policies and would continue its review at the next meeting.

ADJOURN OR RECESS – AGENDA ITEM #13
There being no further business before the meeting,
Ward moved and Carswell seconded
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 3:05 p.m.
Respectfully submitted:


Mark Woodward, Secretary and Thomas Bailey, President


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