VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

JULY 30, 2019

APPROVED MINUTES

As required under the VEC Bylaws, notice of this meeting was sent to each Director

via US Mail on July 23, 2019

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at 12:08 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont.  Present were Directors Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary), George Lague, Charlie Van Winkle, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Tom Bailey, and Jody Dunklee.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY MINUTE – AGENDA ITEM #3

Don Worth shared his experience when he fell down two steps into the parking lot at the Abbey after the June offsite meeting.  He advised that the steps created somewhat of an optical illusion.  He thanked many folks who helped him.  George Lague shared about a fall at his house that resulted in him adding reflective tape to his steps.

APPROVE 6/25/19 REGULAR BOARD MEETING MINUTES -- AGENDA ITEM #4

President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on June 25, 2019. 

Woodward moved and Lague seconded:

That the minutes of the regular monthly Board of Directors meeting held on June 25, 2019 be approved.

The minutes were approved, as presented, by unanimous vote.

DISCUSS FORM OF MINUTES AND USE OF EXECUTIVE SESSION -- AGENDA ITEM #5

Goggin noted that a summary of research on these topics was included in the packet, along with several relevant articles.  He observed that, based on the guidance in these articles, the Board perhaps should not have used executive session at the May Board meeting for a discussion on the form of the minutes.  

There was a suggestion to add the memo and supporting articles to orientation package for new Board members.  There was further discussion of the proper use of executive session.  A director suggestion that we should research what Robert’s Rules has to say about executive session.  Management will follow up. 

Regarding the form of the minutes, a director commented that we have a robust process for reviewing the minutes, with several levels of review (including by outside Board counsel) and the opportunity for correction at the Board meeting.  Another director noted that there is leeway in the guidance, and the minutes could include more details about the discussions that led to Board decisions.  There was further discussion about the level of detail to be included in the minutes. 

A director noted that, during meetings, directors can always ask for certain items to be documented in the minutes. The consensus of the Board was that the current level of detail in the minutes is appropriate.   

UPDATE RE COOPERATIVE COMMUNITY EVENTS -- AGENDA ITEM #6

Towne reported that there have been five community events so far with two to go.  Attendance ranged from 5 to 25 people, and she was able to have a number of meaningful discussions of energy issues including cost, solar, evolving grid, and reliability.  The discussions varied by region with Newport and Morgan focused more on cost and Jericho and Greensboro focused on renewables and energy transformation.  She received some valuable feedback and there was a real appreciation that we made the effort to be out and meet with members.  

REVIEW MEMBER SURVEY  -- AGENDA ITEM #7

Several employees of the member services department joined the meeting.

Cohen provided an overview of the results of the annual member survey.  Residential member satisfaction as to VEC’s overall customer service provided is at an all-time high of 4.59 out of a 5 point scale.  She noted that the survey included several new questions assessing members’ support for a carbon-free power supply portfolio (with and without nuclear in the mix); the likelihood members will purchase electric vehicles in the next five years; members’ satisfaction with heat pumps the likelihood of acquiring batteries; and preferences for when to hold annual meeting.  The presentation prompted numerous questions and discussion.

Cohen noted that staff will continue to dig into the results and use that data in planning and that the survey results are shared with membership through the VEC website.

Member Services staff left the meeting.

There was a break in the meeting at 2:12 p.m. 

The meeting resumed at 2:30 p.m.

STRATEGIC PLANNING  -- AGENDA ITEM #8

Towne kicked off this discussion by noting her belief that we are close to completing a five-year strategic plan.  In her view a successful long-range plan is one that sets a clear direction for the company, is understandable and clear, charts a path forward with high-level goals, and is motivational and gives the sense that we have important work ahead. By design, the plan will continue to change over time. 

There was discussion of the mission and vision statements. Towne suggested that the Board consider whether these should be revised in the future, based on the work done to date.

Towne further explained that she started with company’s core competencies – what we have to be good at to perform well.  They are safety and security, keep the lights on, member focus, financial balance, and connecting employees. 

She then identified common approaches -- or ways to achieve the strategic goals -- which are to leverage data, develop partnerships, pursue grants, experiment through pilots, use best practices, and influence Vermont regulation.

There were questions about whether the core competencies should be different for the five-year plan than for the annual plan or whether they belong in the five-year plan at all.

Towne then noted that most strategic plans include a handful of long-term goals and she included some suggested goals in her presentation.  There was an extensive discussion about the suggested goals.

Goggin noted that this draft is a great start, a work in progress, and discussions will continue.

PLANNING FOR SEPTEMBER DAY-LONG TRAINING -- AGENDA ITEM #9

Towne distributed the results of a survey about training topics that are preferred by the Board.  She is looking to narrow the list to three topics at most that staff will then plan, noting that NRECA trainings are generally planned for a full day.

Hoeppner moved to spend the September training day providing education on broadband issues.  Worth seconded.  There was extensive discussion.

The motion passed by majority vote.  Rebecca will assess whether this is doable in time for September and report back to the Board if it is not.  She will also provide further information as to what directors may need to prepare for the training.

PREVIEW OF NEW ONLINE BOARD PACKET -- AGENDA ITEM #10

Towne gave a quick preview of the new online Board packet that we will roll out, with training planned for August Board meeting and implementation in September.

COMMITTEE REPORTS – AGENDA ITEM #11

Ward moved and Hoeppner seconded to approve the Finance Committee meeting minutes from May 19, 2019.   A director noted one typo and the minutes were approved with that change.

Hoeppner noted that during the morning Governance Committee meeting, the committee recommended two policy changes. 

Maroni moved and Worth seconded to accept the committee’s recommendation to revise policy B. 5 to increase the per-meeting fee for the Board meeting to $375 and to increase the maximum per day to $575, effective today.

The motion passed by majority vote.

Maroni moved and Lambert seconded to accept the committee’s recommendation that the Board accept the changes proposed to the CEO Emergency Succession Plan as presented to the committee. 

The motion passed by unanimous vote.

The committee also requested (1) that management investigate the feasibility of directors participating in meetings via technological means and (2) that management prepare a Co-op life article that discusses directors’ duties and the Board compensation policy for the next publication, with an opportunity for prior review by the Board.

MANAGERS’ REPORTS – AGENDA ITEM #12

There were several questions for the management team as to details contained in their reports.

Lague moved and Van Winkle seconded to go into executive session to discuss resolution of a personnel matter.

By unanimous agreement, the Board exited executive session. 

ANY OTHER BUSINESS – AGENDA ITEM #13

There was no further business before the meeting,

ADJOURN -- AGENDA ITEM #14

Ward moved and Worth seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:35 p.m. 

 VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

JUNE 25, 2019

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at 3:20 p.m. at The Abbey Restaurant in Enosburg Falls, Vermont.  Present were Directors Rich Goggin (President), Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary), George Lague, Charlie Van Winkle, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Rich Westman, Tom Bailey, and Jody Dunklee.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi.

No members were present.

SAFETY MINUTE – AGENDA ITEM #2

The Abbey experienced a leaky roof during the meeting, and a director reminded everyone that when water is leaking down a wall and you have an appliance plugged into the wall, grab the cord a couple of feet from the outlet to unplug.

Goggin noted that the Board has received the memo from staff pertaining to minutes and executive session as requested at the last board meeting.  That will be included on the agenda for the July meeting.

APPROVE 5/28/19 REGULAR BOARD MEETING MINUTES AND 5/11/19 ORGANIZATIONAL MEETING MINUTES -- AGENDA ITEM #3

President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on May 28, 2019.  Several changes were suggested for clarity and accuracy.

Worth moved and VanWinkle seconded:

That the minutes of the regular monthly Board of Directors meeting held on May 28, 2019 be approved.

The minutes were approved by unanimous vote.

IRP ACTION PLAN-- AGENDA ITEM #4

Goggin noted that the action plan from the Integrated Resources Plan were included in the packet.  The two parts of the IRP had been previously presented to the Board at two regular meetings earlier this year. A director asked whether there were any changes since the Board reviewed each piece of the plan.  Rossi noted that there was a small shifting in capital funding from Energy Transformation and Innovation to fleet but the bottom line did not change.  There were a number of additional questions for staff about details in the plans.

Bailey moved and Ward seconded to approve the following resolution, which was set forth in the Board packet: 

Resolution:  The VEC Board approves the Integrated Resource Plan (IRP) strategy and action plan as summarized here.  VEC management will facilitate the prompt completion and filing of the full IRP with the Public Utility Commission.

The motion passed by unanimous vote.

There was further discussion of the review process at the Public Utility Commission.

JERICHO SOLAR PPA UPDATE -- AGENDA ITEM #5

Bursell noted that the Board had previously approved Purchase Power Agreements for two solar projects which otherwise would have been developed as net metering projects.  Upon further study of one of the projects, staff determined that interconnection costs would be higher than anticipated and negotiated an amendment for the PPA for that project at a slightly higher price.  The increase is less than 10% and the PPA continues of provide savings versus the cost of a net-metered project.

Lague moved and Bailey seconded that the Board approve the following resolution, which was set forth in the Board packet: 

Resolution:  The VEC Board authorizes management to approve a revision to the proposed PPA price as presented for the Jericho Gravel Pit project (from $0.1094/kWh to $0.1203/kWh).  The VEC Board further authorizes management approval for up to an additional 5% variance in the presented PPA price should the interconnection costs or other variables require and additional adjustment to the final PPA effective rate. 

There were several questions from Board members.

The motion passed by unanimous vote.

MANAGERS’ REPORTS -- AGENDA ITEM #6

Towne provided some background as to the status of the broadband study being conducted by the Department of Public Service, which recently issued a request for proposal for consultants who will complete the study by January 1, 2020.  VEC hopes to learn from that study and potentially apply for one of two grants for feasibility studies when they become available. 

Ward moved to continue to table the motion to apply for a grant for a broadband feasibility study which was made and tabled at the May Board meeting and to take up the motion at the first Board meeting in January. 

Extensive discussion ensued as to the proper course of action.

Lague seconded the motion.  There was further discussion as how long to defer the broadband discussion, with the consensus being management should bring forward prior to January anything new that arises for the Board’s consideration.  A director observed that a tabled motion could be taken up at any time. 

Towne noted that, at the July Board meeting, the Board will discuss the agenda for the day-long September Board training and whether broadband education and discussion should be included in September or a later meeting in the fall. 

The motion passed by unanimous vote.

There was further discussion as to what tasks management is expected to complete between now and January.

Ward moved that it requires a Board resolution to direct VEC staff to take action. 

A board member suggested that the Board use the parking lot to gain agreement as to issues to be addressed in the future.

Ward withdrew his motion.

Management answered several questions about the details in their reports in the Board packet. 

ADJOURN -- AGENDA ITEM #7

There being no further business before the meeting,

Ward moved and Westman seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:37 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
MAY 28, 2019
APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1
President Rich Goggin 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 Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary) George Lague, Charlie Van Winkle, Don Worth, Paul Lambert (First Vice President), Rich Westman, Tom Bailey, and Jody Dunklee.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen. 
No members were present.

SAFETY DRILL – AGENDA ITEM #3
Varney provided a reminder to check for ticks as they are very prevalent this year.  He provided a tick removal tool.  A director noted that there is a place where you can send in ticks for testing for Lyme disease.  The best practice if you are bit is to treat for Lyme right away.

Maroni moved and Worth seconded to go into executive session to discuss the contents of the minutes. A director raised a concern that a discussion of the contents of the minutes was not an appropriate topic for an executive session. 
A vote was taken and the motion passed with one nay.
The Board entered executive session at 12:07 pm. 
VEC staff, except for the CEO, left the meeting.
By unanimous consent, the Board exited executive session at approximately 12:40 pm. 
Staff re-joined the meeting.

APPROVE 4/29/19 REGULAR BOARD MEETING MINUTES AND 5/11/19 ORGANIZATIONAL MEETING MINUTES – AGENDA ITEM #4
President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on April 29, 2019. 
Woodward moved and VanWinkle seconded to approve the minutes of the April Board meeting.
There was a suggestion to add a clarification to note that the changes to the Form 990 discussed at the meeting were made at the recommendation of the auditors.
Discussion ensued. 
There was also a suggestion to clarify that the total budget for the Newport warehouse project was $2 million to provide context for the discussion of possible changes to the budget.
The minutes, with these two changes, were approved by unanimous vote.

President Goggin asked if there were any additions or corrections to the minutes of the Organizational meeting held on May 11, 2019. 
Westman moved and Hoeppner seconded to approve the minutes of the Board organizational meeting. 
There was no discussion, and the minutes were approved by unanimous vote.        

FINANCE COMMITTEE RECOMMENDATIONS RE PATRONAGE CAPITAL AND EQUITY MANAGEMENT PLAN – AGENDA ITEM #5
Ward noted that the Finance Committee had met during the morning and reviewed VEC’s Equity Management Plan and its Financial Forecast in depth with CFO Bursell.  Ward noted that the Committee recommended that the VEC Board authorize management to implement a total patronage retirement of $1.2 million in 2019 to be spread $950,000 (79%) to 1997 retirement and $250,000 to 2018 retirement.
Ward moved and VanWinkle seconded to approve that recommendation.  The motion passed by unanimous vote.

Ward further noted that the Committee also recommended that the Board approve the VEC Equity Management Plan included in the Board packet.
Ward moved and Lague seconded to approve that recommendation. 
The motion passed by unanimous vote.

BOARD COMMITTEE ASSIGNMENTS – AGENDA ITEM #6
Goggin noted that committee responsibilities were raised at the organizational meeting and that the discussion was deferred to a future meeting.  In the meantime, the consensus was to keep the committee structure the same until those further discussions.

There was a break in the meeting at 1:05 p.m.
The meeting resumed at 1:15 p.m.

STRATEGIC PLANNING  - 2020 CORE COMPETENCIES AND KEY FOCUS AREAS – AGENDA ITEM #7
Amanda Zay joined the meeting.  Zay noted that the purpose of today’s session is for the Board to begin to develop the key focus areas which staff will use to develop the annual strategies, action plans and key performance indices for 2020.  After reviewing the 2019 key focus areas, considering recent strategic discussions from the Board, and their understanding of the direction of the utility business, the senior leadership team has drafted key focus area for Board review and discussion.  Zay walked through each of the proposed key focus areas, which are as follows:

Key Focus Area #1 – Amplify our nimble, innovative culture through high employee engagement and leadership at all levels consistent with our core values
Key Focus Area # 2 – Pursue excellence in our core business functions
Key Focus Area # 3 – Enhance the electric grid and infrastructure to maximize benefits to members and communities
Key Focus Area # 4 – Expand our energy transformation program to best serve members and increase the benefit of our low-carbon electricity
Key Focus Area # 5 – Enhance services by understanding member needs through data and member engagement

There were questions, discussion and suggestions about each area.  Zay noted that these would be shared with staff as they do their detailed planning exercise.   
Woodward moved and Westman seconded to approve the five key focus areas as presented.  The motion passed with unanimous vote.
Zay left the meeting.

Goggin noted that there was interest in hearing from the directors who attended the recent NEAEC meeting as to what they learned.  The directors reported these key learnings:

  • AT&T is paying pole attachment fees to expand their cell network.
  • The NRECA youth program is interesting, particularly the program to send young people to Washington, D.C. There may be matching money available, and partnering with another co-op may make this more affordable.
  • A safety speaker suggested videos from Federated Insurance re: best practices in safety.
  • There is interest in doing a feasibility study as to broadband, perhaps jointly with WEC. VW funds are available; if co-ops can get funding in the range of 80%, broadband might be feasible from an economic perspective.
  • Re EV adoption, it was interesting to hear how strategies change based on the industry is in the technology adoption process. Also learned that CFC has an electric vehicle expert who is potentially available to us.
  • The equity presentation was very useful.
  • Governance videos are available from the NRECA and perhaps the Board should review these and discuss.
  • It was good to get to know other directors and co-op folks in the northeast who share similar challenges, especially WEC.
  • The consensus was that the NEAEC meeting overall was very useful – both for providing good content and an opportunity to build relationships.

MEMBER OUTREACH – REVIEW ANNUAL MEMBER SURVEY QUESTIONS – AGENDA ITEM #8
Jake Brown, Energy Services Planner, and Adriana Eldridge, a VEC summer intern, joined the meeting.
Cohen gave a presentation as to the questions that staff has prepared for this year’s member survey.  She noted that the survey is good for getting general feedback from members as to service and policy preferences but not great to use for a more detailed market analysis, for example to explore the feasibility of broadband.  Because many of the questions are required by our state-approved Service Quality and Reliability Plan, the number of discretionary questions we can ask limits how deep we can go on any given topic.
There were questions, discussion and feedback about some of the specific questions which will be included in the survey. 
Cohen noted that the survey data will be available in July.
Jake Brown and Eldridge left the meeting.

MANAGERS’ REPORTS – AGENDA ITEM #9
Lague moved and Worth seconded to go into executive session to discuss a new contractual relationship.   The Board entered into executive session at 3:15.
By unanimous consent, the Board exited executive session at 3:32.
Bursell asked for authority to have two VEC staff officers have their facsimile signatures on all VEC checks instead of having the facsimile signature of the Board President and Treasurer on all checks. 
Hoeppner moved and Ward seconded to change the signatures on VEC’s checks to be those of the CEO and the CFO.
There were several questions about how the process would work.
The motion passed by unanimous vote.

Varney reported that the formerly contaminated soil piles in Newport have been removed from the site and disposed of.  He also noted that we are in final stages of completing an agreement for the Newport warehouse construction.
Brown noted that our comments filed in the net metering rule making proceeding attempted to limit net metering to projects under 150kW and to remove the “preferred site” designation for projects located in the SHEI.
There were some questions about the resolution of the pending union grievances.
Cohen reported that her group is planning seven community meetings where Rebecca will meet with members in various locations.  This is in addition to community events such as farmer’s markets and energy committees. 
Lisa will provide information to Board members about the Lacing Up for Cancer event. 
Cohen also reported on some of the outcomes of the legislative session. She will provide a written wrap up in the next Board packet.  

ANY OTHER BUSINESS – AGENDA ITEM #10
Goggin noted that the Burlington Free Press featured the GMP Tesla power wall program.

VanWinkle noted that a member had expressed his concern about the installation of AT&T equipment on our poles with respect to radio frequency emissions.  Towne said that staff is preparing talking points for Board members so they can field requests from members.  She noted that our most recent indication from AT&T is that they have no current plans to build out in our system.

Maroni moved that VEC apply for a grant for a broadband feasibility study.  Worth seconded.  There was discussion as to the scope of the study and the cost.  Towne suggested that we gather further information about the grant process and at the same time express our interest in being a participant.  Discussion ensued. 

Hoeppner moved to table this motion until the June Board meeting and allow management to get further information about the process, etc. for the Board to consider.  Ward seconded.  Discussion ensued.  The motion passed by unanimous vote.  The consensus was that management would research the process for participating in the state grant including reaching out to WEC.     

A director asked about the status of the parking lot, including the research being conducted by Towne as to Board compensation.  Towne indicated that that topic will be addressed at the next Governance Committee meeting.  There was a consensus to revive the parking lot to capture “to-do” items. 

Towne provided details about the June offsite meeting. 

ADJOURN – AGENDA ITEM #11
There being no further business before the meeting,
Lague moved and Worth seconded:
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 5:43 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

APRIL 29, 2019

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Dan Carswell 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 Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary) George Lague (First Vice President), Charlie Van Winkle, Don Worth, Paul Lambert, John Ward (Treasurer), and Rich Goggin.  Also present from VEC was CEO Rebecca Towne, COO Peter Rossi, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, and Corporate Assistant Lisa Vanat. 

Also present from Washington Electric Co-op was Patty Richards, its General Manager; and Roger Fox and Barry Bernstein, WEC board members.

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney reminded everyone that since lawns are now starting to turn green and need mowing, folks should take some time to walk around your yards to remove rocks, sticks, and other debris.  He also recommended using the proper guards on all mowers.

APPROVAL OF MINUTES – AGENDA ITEM #4

President Carswell asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on March 25, 2019. 

Hoeppner moved and Lague seconded:

That the minutes of the regular monthly Board of Directors meeting held on March 25, 2019 be approved.

The minutes were approved, as presented, by unanimous vote.                             

APPRECIATION FOR DAN – AGENDA ITEM #5

Towne and other board members thanked Carswell for his years of service at VEC, both as a Board member and also as President.  Carswell was presented with a meter lamp, cards and farewell cake.

BARRY BERNSTEIN-NRECA REPRESENTATIVE – AGENDA ITEM #6

Barry Bernstein gave a brief overview of a recent national NRECA conference he attended in Virginia, which addressed topics such as climate change, changes in the electric utility industry, capital credits, marketing the co-op model, transparency, broadband, electric vehicles, and rate changes.  Discussion ensued.

Bernstein, Richards and Fox left the meeting at 1:00 p.m.

STRATEGIC PLANNING – AGENDA ITEM #7

Amanda Zay joined the meeting at 1:05 p.m.  Zay opened the strategic planning discussion with an overview of the Board’s work thus far on longer-range strategic planning.  Towne shared a presentation which distilled the Board’s discussions into five key areas, with goals and strategies included for each key area.  There was extensive discussion and suggestions offered about ideas included in the draft plan. 

Towne discussed the off-site Board meeting being planned for June.  Her proposal for the day’s schedule would include an education component, a further five-year strategic planning session and a shortened (one-hour) monthly board meeting, with lunch and dinner provided.  There was general support for this approach.

Towne also noted that staff would be preparing draft key focus areas for the 2020 annual plan for Board consideration at the May Board meeting.

There was a break in the meeting at 2:45 p.m.

The meeting resumed at 3:00 p.m.

EXECUTIVE SESSION – CEO FEEDBACK – AGENDA ITEM #8

By unanimous consent, the Board entered into executive session for the purpose of CEO six-month performance feedback check-in.  The Board entered into executive session at 3:00 p.m. 

VEC staff other than Towne did not attend this executive session.

By unanimous consent, the Board exited executive session at 3:30.


Staff re-joined the meeting.

APPROVE FORM 990 – AGENDA ITEM #9

Bursell noted that Form 990 had not yet gone through review from the auditors when it had been included in the board packet.  The auditors have since reviewed it and suggested four minor changes that Bursell explained to the Board. 

Lague moved and Ward seconded to approve Form 990 with the four changes proposed by Bursell at the recommendation of the auditors.  Bursell also noted that staff is continuing to check on a couple of items that are new under the revised tax rules.  If we find anything that causes further concern, we may seek an extension of the filing date.  Otherwise, we will file by May 15, 2019.

The motion was approved by unanimous vote.

REPORT ON INEGRATED RESOURCE PLAN – AGENDA ITEM #10

Cyril Brunner, Manager of System Engineering, joined the meeting at 3:45.  Brunner’s presentation included a brief review of the capital investments completed since the last Integrated Resource Plan (IRP) was approved in 2015. He then provided an overview of the transmission and distribution (T&D) section of the IRP that staff is currently preparing for submission to the Public Utilities Commission in July, 2019. 

Lague moved and Ward seconded to approve the direction set forth in the draft T&D section of the IRP. 

The motion passed by unanimous vote.

Managers’ Reports (Varney) Moved Up on the Agenda

Varney informed the Board that he has selected Spates Construction to design and construct the new Newport warehouse.  The contract is now being prepared.  Varney informed the Board that at this point he was hopeful that the project would stay within the approved $2 million budget, but there is a possibility that he may come back to the Board in 2020 with a request for an increase from $100K - $400K, depending on how negotiations with Spates conclude and the project progresses.  There were several questions about the project design.

COMMITTEE REPORTS – AGENDA ITEM #11

Hoeppner reported on recommendations from the Governance Committee for changes to a number of policies with redline detail included in the packet. 

Hoeppner moved and Woodward seconded to approve the recommendations made by the Governance Committee as to changes to the Preamble to the Policies and to Board Policies 1, 2, 3, 5, 7, and 8. 

There was a discussion as to whether the Board should wait to approve Policy B. 5 (concerning Board compensation) pending compilation of comparable compensation information being conducted by the CEO. 

Hoeppner called the question.

The motion passed with one nay.

MANAGERS’ REPORTS – AGENDA ITEM #12

Carswell left the meeting and Lague presided as chair for the remainder of the meeting.

There were a number of questions about details included in the managers’ reports.

ANY OTHER BUSINESS – AGENDA ITEM #13

There was no other business. 

ADJOURN – AGENDA ITEM #14

There being no further business before the meeting,

Ward moved and Hoeppner seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 5:01 p.m.