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. 

 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.