VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

MARCH 25, 2019

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 Tom Bailey.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Chief Operating Officer Peter Rossi, and Manager of Government Affairs and Member Relations Andrea Cohen.

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney reported that the Engineering & Operations group recently enacted a policy requiring that vehicles will be backed into parking spaces.  Varney shared the results of studies which confirmed that parking facing out limits the risk of accidents.

EXECUTIVE SESSION – AUDITORS’ REPORT – AGENDA ITEM #5

Mark Mayer and Bill Keyser of Kittell Branagan &Sargent joined the meeting.

This agenda item was moved up. 

Lague moved and Worth seconded to go into executive session to discuss the results of the annual audit.   The Board entered into executive session at 12:05.

Part way through the executive session, VEC staff members exited the meeting to allow the Board to discuss the audit without management present.

Rich Westman joined the meeting.

By unanimous consent, the Board exited executive session at 1:10.

Staff re-joined the meeting.

Ward moved and Van Winkle seconded to approve the 2018 audit.

The motion was approved by unanimous vote.

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 February 25, 2019. 

Maroni moved and Woodward seconded:

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

Maroni moved to amend the minutes to spell out “R&D” to say “research and development.”  VanWinkle seconded.

The motion to amend was defeated.

Carswell asked for a vote on the main motion and the minutes were approved by unanimous vote without amendment.                                                                                         

INTEGRATED RESOURCE PLAN / POWER SUPPLY DISCUSSION WITH CRAIG KIENY – AGENDA ITEM #6

Craig Kieny and Tucker Williams joined the meeting.

Kieny noted that in preparing the Integrated Resource Plan (IRP) to be filed at the Public Utility Commission (PUC), he and Williams needed to make certain assumptions and projections that he wanted to share with the Board for their consideration and feedback.   He shared information about VEC’s power needs and committed resources over the next 20 years.  His analysis shows that VEC is well positioned to meet Tier I power supply requirements for the next several years and is projected to exceed Tier II requirements for many years into the future.

Kieny noted that he was looking for guidance as between the following strategies:

  • Develop a portfolio to meet Tier I and Tier II in the least expensive way possible.
  • Develop a portfolio that is 0% carbon emitting.
  • Develop a portfolio that is 100% renewable.

There were numerous questions and comments throughout the presentation.

Ward moved the VEC should continue to pursue its current strategy to meet Tier I and Tier II in the least expensive way possible.  Westman seconded.

There was further discussion as to the other options. 

The motion passed with one nay.

Towne clarified that we would continue to analyze the costs and benefits second and third options as part of the IRP.  The consensus of the Board was to support that approach.  

There was a break in the meeting at 2:10 p.m.

The meeting resumed at 2:27 p.m.

STRATEGIC PLANNING UPDATE – AGENDA ITEM #7

Amanda Zay joined the meeting.  She noted that the goal of the Board’s work at recent meetings has been to develop a 5-year strategic road map for the co-op.  She had summarized the results of the “SWOT” (strengths, weaknesses, opportunities and threats) analysis from the February meeting.  There were several suggestions as to items to be added or removed from the list, and Towne reminded the group that these were raw brainstorming thoughts and had not been sorted or prioritized.

Zay then led the Board in an exercise to analyze (1) where strengths can be leveraged to seize opportunities and overcome threats and (2) what VEC can do to minimize weaknesses to avoid threats and take advantage of opportunities.  There was extensive discussion and Zay will compile the results for further work in prioritizing areas of focus going forward.

RESULTS OF VEGETATION MAINTENANCE AUDIT – AGENDA ITEM #8

Sara Packer, VEC Manager of Forestry, joined the meeting.

Packer gave a presentation on VEC’s current vegetation management program.  She explained the various components of the program noting that VEC had targeted an 8-year cycle for vegetation management and that it would to take 12 years to get to that cycle.  The program has been ramping up funding and miles covered as it nears the end of the 12-year period.  She reported that despite the increase, tree-related outages have increased in recent years and she anticipates that the cost-per mile for vegetation maintenance will increase in future years. 

Packer then described the results of an audit done by an external expert, which analyzed a statistically significant sample of VEC’s system and recommended that VEC move to a 4-year trimming cycle analysis.  While management concluded that the recommendation was too costly to realistically implement, there may be other cycles that could be implemented more cost effectively.  Next steps will be for management to blend an ideal maintenance cycle with an achievable rate path.

There were questions and comments from directors throughout her presentation.     

Packer left the meeting.

MANAGERS’ REPORTS – AGENDA ITEM #9

Woodward reported on the work of the candidate petition review committee which met earlier in the day.  There is one candidate in each of Districts 1 and 6 and there were two qualified candidates in West Zone at large whose petitions were approved.  (One additional candidate was not approved due to lack of sufficient signatures on his petition.)  The committee recommends that the following four candidates be included on the ballot:

District 1

Don Worth

District 6

Paul Lambert

West Zone

Jody Dunklee

West Zone

Stephanie Hoffman

Woodward moved and Maroni seconded to accept the committee’s recommendation and approve the four candidates.

Varney noted that he has received proposals for the construction of the new Newport district facility. 

Lague moved and Maroni seconded to go into executive session to discuss potential contractual relationships.

The Board entered executive session at 4:30.

By consent, the Board exited executive session at 4:35.

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

Lague moved and Maroni seconded to go into executive session to discuss a confidential issue related to VEC personnel. 

The Board entered executive session at 4:45.

By consent, the Board exited executive session at 4:50.

EXECUTIVE SESSION – CEO FEEDBACK – AGENDA ITEM #10

This agenda item was deferred.

ANY OTHER BUSINESS – AGENDA ITEM #11

There was no further business. 

ADJOURN – AGENDA ITEM #12

There being no further business before the meeting,

Bailey moved and Ward seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:50 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
FEBRUARY 25, 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, Rich Goggin, and Tom Bailey.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Chief Operating Officer Peter Rossi, and Manager of Government Affairs and Member Relations Andrea Cohen.

Chairman Carswell announced that he would not be running for reelection in May and thus would serve as chair only through the end of his term. He also announced that Don Worth and John Ward have each attained Director Gold status from the NRECA

MEMBER INPUT – AGENDA ITEM #2
No members were present.

SAFETY DRILL – AGENDA ITEM #3
Varney noted that with the recent melting and now falling temperatures, ice is a real issue.  He urged the directors to buy and use creepers over their shoes.

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 January 29, 2019. 

Woodward moved and Lague seconded: That the minutes of the regular monthly Board of Directors meeting held on January 29, 2019 be approved.

There were a couple of wording changes suggested to add clarity. 

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

CEO REPORT ON “FOUR QUESTIONS” – EXECUTIVE SESSION – AGENDA ITEM #5 
Lague moved and Worth seconded to go into executive session to discuss a personnel issue.  By unanimous vote, the Board entered into executive session at 12: 25. 
Bursell, Cohen, Varney and Brown left the meeting. 
By unanimous vote, the Board exited executive session at 12:50, and Bursell, Cohen, Varney and Brown rejoined the meeting.

MARK WOODWARD REPORT ON NRECA TRAINING– AGENDA ITEM #6 
Amanda Zay, HR Generalist, joined the meeting. 
Woodward reported on an NRECA conference which he attended in San Antonio.  The subject matter was the changing dynamics that the electric distribution industry is facing, and he shared some of the key messages from that conference.  Discussion ensued about topics related to innovation that were raised at the training.  A director asked whether VEC has sufficient staff to pursue innovative ideas. Towne noted that VEC has several teams of employees who vet innovative ideas in the areas of battery storage, beneficial electrification (particularly in the SHEI), and IT.  There was further discussion as to how much work VEC should do in the area of R&D versus relying on existing technology. 

STRATEGIC PLANNING – AGENDA ITEM #7
Peter Rossi, VEC’s Chief Operating Officer, joined the meeting.
Towne summarized her approach to developing a five-year strategic plan over the course of the next year. She suggested that the Board develop high level key strategies, descriptions of success and high level metrics. The starting point at this meeting would be to understand our current environment by doing a “SWOT” analysis:  looking at strengths, weaknesses, opportunities, and threats.  There was a discussion about how to incorporate the results of the prior SWOT analysis and those results were shared.
Zay presented a framework for capturing the strategic thinking of the Board and then translating it into annual strategic plans prepared by staff.  She proposed an annual timeline for reviewing and revising the five-year plan. 
There was an extensive brainstorming session focused on the company’s strengths, weaknesses, opportunities, and threats.  Those would be captured and summarize and become the basis for further discussion at the next Board meeting.

There was a break in the meeting at 2:20 p.m.
The meeting resumed at 2:35 p.m.

WEC CHECK IN – AGENDA ITEM #8
Carswell asked for a sense from the Board as to present or desired levels of interaction with WEC directors generally and with Barry Bernstein as our representative at the NRECA. Directors offered a variety of ideas and opinions. The consensus was to invite Barry to attend a Board meeting after the NRECA annual meeting in March and to schedule a Board-to-Board meeting during the NEAEC meeting in May in Maine.

ANNUAL MEETING PLANNING ITEMS – AGENDA ITEM #9 
Lisa Morris, Energy Planner, joined the meeting.
Morris explained the various approvals needed in advance of the annual meeting in May.

  1. The Board needed to appoint a committee to review candidate petitions. Cohen and Morris would serve as staff.  Woodward and Maroni volunteered to be the Board members on the committee and the consensus of the Board was to agree with that committee composition.
  2. To comply with the requirement to warn meeting of the petition review committee on March 25, a warning was included in the Board packet.
  1. The Board needed to approve Policy B.14 regarding annual meeting voting procedures. Staff’s recommendation was to start the annual meeting a half hour earlier than usual, i.e. 9:30 instead of 10:00, to avoid making members wait around after breakfast.  Westman moved and Ward seconded to approve the two changes to the voting procedures to allow for this change.  The motion passed by unanimous vote.

A question was raised as to whether in-person voting was being used.  It is by a small number of members.  Staff was asked to research whether we can eliminate in-person voting.

  1. Based on earlier discussions with the Board, staff proposed two ballot items to change the VEC bylaws: (a) to remove the requirement that the annual meeting be held on a Saturday and (b) to remove a limitation that no more than 25% of patronage capital can be retired in a given year.

Bailey moved and Maroni seconded to approve the first ballot item, and the motion passed by unanimous vote.
Ward moved and VanWinkle seconded to approve the second ballot item, and the motion passed by unanimous vote. 
There was a discussion of the theme for the annual meeting with staff recommending “Driving Toward the Future.”  Discussions ensued with directors offering ideas and feedback. 

CAPACITY MARKET PRESENTATION – AGENDA ITEM #10
Craig Kieny, Manager of Power Supply, joined the meeting. 
Kieny made a presentation on the workings of the ISO-New England Capacity Market. Capacity costs represent about 10% of VEC’s power costs annually.  Discussion ensued with numerous questions and answers.  

MANAGERS’ REPORTS– AGENDA ITEM #11
There were a number of questions for staff as to details included in the managers’ reports.
A director requested additional detail about the trends VEC has experienced in the sources of outages.  A director asked for more details as to how much community solar is available and what portion of that has been sponsored by members. 

ANY OTHER BUSINESS – AGENDA ITEM #12
There was no further business. 

ADJOURN – AGENDA ITEM #13
There being no further business before the meeting,
Ward moved and Bailey seconded:
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 4:30 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

JANUARY 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, Rich Goggin, and Tom Bailey.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Chief Operating Officer Peter Rossi, and Manager of Government Affairs and Member Relations Andrea Cohen.

MEMBER INPUT – AGENDA ITEM #2
No members were present.

SAFETY DRILL – AGENDA ITEM #3
Intersections are challenging with tall snow banks.  Nose out slowly to check traffic. 

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 December 20, 2018. 
Hoeppner moved and Maroni seconded:
That the minutes of the regular monthly Board of Directors meeting held on December 20, 2018 be approved.
The minutes were approved by unanimous vote.

SHEI STATUS UPDATE – AGENDA ITEM #5
Rossi gave a presentation which summarized the challenges VEC is facing due to the export constrained area in Northern Vermont.  He noted that in times when generation exceeds load, the excess needs to be exported out of the area but the wires in the area do not have sufficient capacity to accomplish that.  The result has been curtailment of existing renewable resources as well as depressed prices that VEC is paid for its own generation.   He outlined the changes that have been made to date to address the problem as well future potential solutions that are being studied.
Brown summarized a recent Public Utility Commission order which denied an application for a Certificate of Public Good for a 500 kW solar project which was proposed to be built in the constrained area.  VEC had opposed the application, along with Green Mountain Power and the Department of Public Service.  She reported that the PUC supported its conclusions with detailed findings and it was unlikely that the Supreme Court would reverse the order on appeal.  This decision will likely be a good precedent to preclude other similar generation projects from locating in the constrained areas.
There were questions and discussion throughout the presentation.

MEMBER COMMUNICATIONS PLAN – REVIEW OF 2018 AND OVERVIEW OF 2019– AGENDA ITEM #6 
Jake Brown, Utility Planning Specialist, joined the meeting. 
Cohen provided an overview of VEC’s execution of the 2018 communications plan, including press releases, press hits, social media activity, email “open” rates, and special promotions. 
J. Brown presented VEC’s 2019 Communications and Engagement Plan. He explained that the Plan is anchored by the strategic plan, the member survey, analysis of member participation historically, and the NRECA “Lexicon” study. The 2019 Plan builds on the 2018 plan using a diversity of communications channels.  One of the Key Performance Indicators in our 2019 strategic plan calls for adding up to four new outreach tools or platforms, with options identified in the Communications Plan. There was a discussion of how VEC can better participate in community events.  Cohen encouraged Board members to help us keep informed and have a presence at such events.  Brown mapped out the month-by-month communications plan.
Jake Brown left the meeting.
There was a break in the meeting at 1:35 p.m.
The meeting resumed at 1:50 p.m.

CEO REPORT ON 2018 ACCOMPLISHMENTS – AGENDA ITEM #7
Towne provide an overview of VEC’s accomplishments during 2018 both in terms of meeting strategic planning goals and also other key milestones.
She asked for Board feedback, and Board members offered the following observations:

  • Subject matter wizard training was impressive.
  • There is a feeling of cohesiveness at VEC – We are all marching in the same direction.
  • A director asked whether management have a performance based bonus system and a discussion ensued of the relative merits of financial rewards for performance.
  • The team is running real well and is well situated for challenges we will face in the future.
  • Outage response is impressive. There is a team approach throughout the company and members notice and appreciate it.
  • Technology has improved the quality of our service to the members.
  • Environmental program is a good addition.
  • The Transco stock purchases bring value to VEC.
  • This is a good starting point for the longer-range planning we will do.

DISCUSSION OF CEO 2019 GOALS & PERFORMANCE REVIEW PROCESS – AGENDA ITEM #8
Towne shared her proposal for how the Board should review her 2019 performance. She suggested that at the six-month mark the CEO and the Board fill out a short form consisting of four questions and then engage in a more robust process using the on-line tool at the end of the year.  Regarding the midyear review, there was discussion as to whether each individual should fill out the form separately or whether the process should be collaborative.
A director noted that it was important that the CEO have a clear understanding of the will of the Board on a given issue, as opposed to individual requests that are not necessarily shared by the full Board.  It was agreed that the mid-year check in would be in March.  At the February meeting, staff would provide Towne’s self-evaluation and forms for the Board to complete individually in advance for discussion at the March Board meeting. 

LAUNCH 5-YEAR STRATEGIC PLAN DEVELOPMENT – AGENDA ITEM #9 
Towne explained her proposal for developing a five-year long term strategic plan, noting that we will simultaneously working to create the annual plan for 2020.  She suggested that the Board will devote time to these plans at each monthly meeting.  Starting in February the Board will review the brainstorming from past SWOT analysis, with management grouping ideas according to broad themes.  There was a consensus to be clear on what work focuses on 2020 planning and what is longer-range planning.

MANAGERS’ REPORTS – AGENDA ITEM #10
There was a discussion of the sample press questions for Board members that Towne shared based on a presentation at a CEO seminar about a co-op on South Carolina that got in trouble for enriching Board members. There were additional questions about some of the details included in the managers’ reports. 
There was a suggestion to present the summary of the directors’ fees in the Board packet in a more streamlined manner.  There was support for this change, as well as adding information as to how expenditures compare to budget.   

ANY OTHER BUSINESS– AGENDA ITEM #11
There was no further business. 

ADJOURN – AGENDA ITEM #12
There being no further business before the meeting,
Ward moved and Bailey seconded:
That the meeting be adjourned.
The motion carried unanimously.

The meeting adjourned at 3:10 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

DECEMBER 20, 2018

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, Rich Goggin, Richard Westman, John Ward (Treasurer) and Tom Bailey.  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.

Warren Coleman and Amber Widmayer of MMR joined the meeting.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney shared several recommendations from the National Traffic Safety Council:  don’t get stressed out when traveling behind slow or erratic drivers, keep a safe distance, and watch for debris on the side of the road.

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 November 27, 2018. 

Lague moved and Hoeppner seconded:

That the minutes of the regular monthly Board of Directors meeting held on November 27, 2018 be approved.

The minutes were approved by unanimous vote.

LEGISLATIVE UPDATE WITH WARREN COLEMAN AND AMBER WIDMAYER – AGENDA ITEM #5

Cohen provided some background as to VEC’s approach to using a lobbyist.  She coordinates overall legislative strategy, based on policy set by the Board, and Coleman and his team serve as “boots on the ground” on a day-to-day basis at the legislature.  Cohen and others from VEC serve as witnesses before the legislature when needed.

Coleman highlighted the issues that will be focal points this year at the Statehouse, including weatherization funding, electric vehicle policy, and incentives for de-carbonization, including a cap and trade approach,

Regarding broadband, he noted that a draft DPS telecommunications plan recommends doing a feasibility study as to what it would take for the utilities to deploy broadband (Virginia model).  He thought it likely that a bill will be pushed to authorize this. 

He also noted that there are a number of reports being prepared by the Public Utility Commission and the Department of Public Service to be submitted to the legislature.  It is not clear at this time if these reports will result in legislative action.  Several directors asked for copies of these reports when they are available. 

There was a continued discussion in particular of the energy-related issues that are likely to be in play.

Coleman and Widmayer left the meeting

BANKING RESOLUTION  – AGENDA ITEM #6

Bursell explained that the banks required authorization to add Towne as a VEC employee with signature authority for the company.

Lague moved and Van Winkle seconded to approve the Banking Resolution as presented in the Board packet.

A director asked whether the changes proposed were limited to getting proper signatories authorized.  Bursell responded that there may be non-substantive changes to update the forms but the sole purpose was to update the signatories. 

The motion passed by unanimous vote.

2019 BOARD CALENDAR AND BOARD POLICY B1 REVIEW – AGENDA ITEM #7

Brown noted that management was recommending one change to Policy B1 to allow the review of Board policies to be done on a three-year basis, rather than every two years, as was discussed at the Board’s November meeting.  Hoeppner moved and Ward seconded to approve the change proposed to Policy B-1 which would place the policy review process on a three-year cycle, rather than a two-year cycle.

The motion passed by unanimous vote.

Towne introduced a proposed Board meeting calendar for 2019, noting that she took the suggestions that she had received last month and sketched out a proposal.  The goal was to recognize and respect the importance of the Board’s time and to ensure that time is spent appropriately on strategic issues.

There were several suggestions concerning the Board-CEO relationship, including having periodic check-ins throughout the year as to CEO performance; taking time in January to agree on the goals and expectations for the CEO; and getting feedback from Towne as to what she needs from the Board for support.  Discussion ensued. 

Towne suggested that the Board review the performance expectations that have been included in the past as part of the annual CEO evaluation.  Staff will bring this information forward for consideration in the January meeting.

There was a further discussion of the other milestones set forth in the draft calendar. 

There was a request to have a discussion about amending the bylaws to allow more flexibility for the time and day of the annual meeting.  Staff will suggest a bylaw change for consideration by the membership for 2019.

There was a discussion of review of Board attorney as required by policy.  That will be addressed as the Governance Committee undertakes its policy review. 

There was extensive discussion of how to incorporate more strategic discussion and planning into Board meetings, including beginning discussion of the 2020 strategic plan in March rather than April and to have initial discussion be facilitated.  There was further discussion as to the proper approach.

The consensus was try the 2019 calendar, with the one timing adjustment of strategic planning addressed above and then to make changes as needed throughout the year. 

There was a break in the meeting at 2:15 p.m.

The meeting resumed at 2:30 p.m.

Bob Stein, VEC’s Manager of IT, joined the meeting.

STRATEGIC DISCUSSION – DATA REVOLUTION ARTICLE – AGENDA ITEM @8

Towne kicked off the discussion by posing two questions to the Board – what are you seeing in data trends?  And what do you think the VEC should be paying attention to in terms of data? 

Carswell asked Stein to summarize the key data that VEC is currently collecting.  Stein noted that usage data has a lot of potential to tell us more about members’ needs and desires.  Data can answer a question, but we need to identify the question. 

There were numerous questions for staff about what data VEC currently collects and how that is used, for example to identify products of interest to customers, to design variable time of use rates, to help members manage their usage, and to build load at off-peak times.  There was further discussion of the type of information that might be useful to gather.    

MANAGERS’ REPORTS – AGENDA ITEM #9

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

Craig Kieny joined the meeting.

A question was raised about the Dairy Air project and the value to VEC of entering into a settlement with the project proponent at this time, which would mitigate the financial impacts of the Dairy Air project on VEC members and also remove VEC as an intervenor in the CPG approval case before the PUC.  There was a discussion as to whether this would open the floodgates to further wind projects.  Brown noted that this was the only pending wind project on VEC’s system.  With regard to a concern as to how the settlement would be enforced, Brown noted that the settlement terms will become conditions of the Project’s Certificate of Public Good which the PUC can enforce. There was extensive discussion as to the pros and cons of this settlement.

Ward moved to table the discussion.  There was further discussion as to what it means to “table the discussion.”

Maroni moved to direct management to not enter into the settlement.  Worth seconded.

There was further discussion.

Ward again moved to table and Bailey seconded the motion.  There was additional discussion on what it meant to “table” the discussion.  The consensus understanding was that, if the discussion is tabled, management would be able to complete the settlement agreement under the authority that the Board has delegated to the CEO by policy.

The motion to table carried by majority vote with two nays.

ANY OTHER BUSINESS – AGENDA ITEM #10

Rossi advised the Board of a credible cybersecurity threat to a number of entities, including electric utilities.   VEC staff is working with a state-wide group to monitor the matter.  At this point there is no threat to VEC. 

ADJOURN – AGENDA ITEM #11

There being no further business before the meeting,

Westman moved and Lague seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:40 p.m.