VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
JANUARY 29, 2013

APPROVED MINUTES

As required under the VEC Bylaws, notice of this meeting was sent to each Director by deposit in U.S. mail on January 23, 2013.

CALL TO ORDER – AGENDA ITEM # 1
President Tom Bailey called the meeting to order at 12:03 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont. Present were Directors Dorothy Allard, Dan Carswell (First Vice President), Michelle DaVia (Secretary), Ken Hoeppner, Mitzi Johnson, George Lague, Carol Maroni, Daniel Parsons (Second Vice President), John Ward (Treasurer), Mark Woodward, and Don Worth. Also present from VEC were CEO David Hallquist, COO Jeffery Wright, CFO Michael Bursell, Manager of Corporate Services Liz Gamache, Manager of Programs and Policy Randy Pratt, and Corporate Assistant Nina Russo-Sanchez.

APPROVAL OF MINUTES – AGENDA ITEM # 2
Allard moved and Worth seconded:

That the minutes of the regular monthly meeting held on December 27, 2012 be approved as presented.

A discussion ensued about the identity of the members of the public who spoke at the meeting and how to identify them in the minutes.

Hallquist reported that attorney Joe Cahill raised a question about the resolution passed at the 12/27/12 Board meeting. Specifically he noted that the minutes did not reflect that the meeting chair accepted the motion to approve the resolution, as required under a strict interpretation of Roberts Rules. A lengthy discussion ensued.

Worth moved, and Ward seconded that the minutes be amended to note that the Motion had been accepted by the chair to adopt the resolution.

A vote was taken, the motion carried unanimously, and the minutes were approved as amended.