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. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

NOVEMBER 27, 2018

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Dan Carswell called the meeting to order at 12:01 p.m. in the Robert P. Northrop Boardroom at VEC’s office in Johnson, Vermont.  Present were Directors Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary), George Lague (First Vice President), John Ward (Treasurer), Don Worth, Rich Westman, Paul Lambert, and Rich Goggin.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, and Chief Operating Officer Peter Rossi.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Towne described an accident that occurred when she was stacking firewood that resulted in two broken toes.  This was preventable with proper PPE (boots) or placing the carrier on the ground.  Carswell shared that his company’s email was hacked and was used to send attachments containing viruses to customers.

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 October 30, 2018. 

Hoeppner moved and Goggin seconded:

That the minutes of the regular monthly Board of Directors meeting held on October 30, 2018 be approved.

The following changes were suggested and agreed to: 

Bursell began the discussion by noting that there is a comparison in the packet of the proposed 2019 budget against three different scenarios: (1) the 2018 budget that the Board had previously approved, (2) the Company’s actual spending during the “test year” period from July 1, 2017 to June 30, 2018, and (3) the 2018 2019 budget projections that staff had provided in May, 2018.  He took the Board through the changes between the 2019 budget and the three other points of reference; most of which the changes were not material.

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

APPROVE 2019 CAPITAL BUDGET  – AGENDA ITEM #6

            This agenda item was moved forward.  Rossi introduced Cyril Brunner, VEC’s Manager of Systems Engineering to present on this topic.  Brunner began with a summary of major capital projects that were completed in 2018.  There were numerous questions about what has driven the need for some of these projects.  

            He presented a high level summary of the proposed 2019 capital budget and then broke it down by major category of projects, i.e. distribution, transmission, substation, storage, facilities, fleet, IT, and metering.  He entertained numerous questions from the Board throughout the presentation. 

            Ward moved and Westman seconded to adopt the $11 million 2019 capital budget as presented in the Board packet.  

            The motion passed by unanimous vote.

DISCUSSION OF JERICHO BATTERY STORAGE DEALS  – AGENDA ITEM #5

            Bursell updated the Board as to the status of this deal, which is stalled at this point.  The latest offer from the developer included conditions that we could not agree to.  Management has pushed back but we have not been able to come to a resolution.  Management is considering other battery project developers at this time and may be a position to recommend a deal in the future.   

            There was a discussion of whether battery storage may be a solution being considered for the constraints within the Sheffield-Highgate export interface.  

BOARD PLANNING FOR 2019 – AGENDA ITEM #7

Towne explained that she included in the packet a month-by-month summary of Board and Committee meetings and topics that were addressed for 2018, along with the notes of the Governance Training.  The Board then undertook a review of the calendar with the goal of creating a new calendar of meetings for 2019.

It was noted that the December meeting generally falls during Christmas week, and there was a discussion about what flexibility there is to move that meeting to be more convenient.  There was a consensus to move the meeting to December 20 this year.   

There was a break in the meeting at 1:35 p.m.

The meeting resumed at 1:55 p.m.

Carswell noted that he would like a two-page annual calendar included in the Board packet every month, so that as items come up they can be included in the calendar.

There was a discussion of whether the review of Board policies, which is required by Policy B.1 should be done by a task force rather than at Governance Committee meeting attended by all Board members.  A director noted that such an approach worked well in developing the recently enacted anti-bullying policy. 

A director asked whether there were bylaw changes to be proposed this year.  Bursell said he had one change to propose to limit a restriction as to how much patronage capital can be retired.

There was further discussion about how to use committees successfully.  Towne noted that she has seen other Boards allow committees to do their work as committees but then share all committee materials with the full Board for transparency.  Several directors noted the history and reasons for moving to committee meetings where all Board members attend.  A director asked whether we need the committees that we currently have or whether other committees may be needed. 

There was an extensive discussion of how the Board should use meeting time to focus on addressing strategic issues and educating the Board as to what is coming in the electric industry.

A director raised the issue as to the time commitment that should be expected of Board members, particularly directors who also have full time jobs.  There was further discussion of how Board meetings can be more efficient, more strategic and less focused on operations.   There were a number of suggestions as to how to accomplish this, including:

  • Providing operations material on a quarterly basis rather than monthly.
  • Use the RE magazine as the starting point for strategic discussions.
  • Establish a task force to focus on the Board packet with the goal to move the meetings to a more strategic plane.
  • Use different dashboards for strategic vs. operational metrics.

Towne suggested that management take an initial shot at revamping the Board packet, based on the feedback, and then run it by the Board for further discussion.

Towne also noted that she had included in the packet a list of possible areas of focus over the next year as input to developing key focus areas for 2020.  A discussion ensued and the following topics of interest were identified:

  • Battery storage potential
  • Load control opportunities
  • Customer choice and control
  • Electric Vehicles
  • SHEI issues

Rather than take Board time to fill in the 2019 calendar, it was agreed that management will do an initial cut at the calendar for further review by the Board.

It was also agreed that the proper committee structure will be subject to further review going forward.   

MANAGERS’ REPORTS – AGENDA ITEM #8

There was a question about using members’ generators for demand response/peak shaving.  There was a concern that this use of a member’s generator is in conflict with the State’s Tier III goals.  Other directors noted that peak reduction has long been a goal of VEC and all utilities and this effort is consistent with that.  Discussion ensued as to the wisdom of this approach.  Bursell noted that it is still at the conceptual level.

There were further questions about details included in various managers’ reports.

COMMITTEE REPORTS – AGENDA ITEM #9

Ward moved and Maroni seconded to approve the minutes of the joint meeting of the Finance and Power Supply and Operations Committees.

ANY OTHER BUSINESS – AGENDA ITEM #10

There was no other business.

ADJOURN – AGENDA ITEM #11

Lague moved and Westman seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at approximately 4:00 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

October 30, 2018

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Dan Carswell called the meeting to order at 12:01 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, Manager of Government Affairs and Member Relations Andrea Cohen and Chief Operating Officer Peter Rossi.

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

SAFETY DRILL – AGENDA ITEM #3

Varney asked for directors to offer a safety moment. Hoeppner volunteered that he received a phishing email that included an old password asking for ransom payment.  He called the Attorney General’s office and their advice was to not respond to any such request.   So be careful with unfamiliar emails.

 

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 September 25, 2018. 

Maroni moved and Goggin seconded:

That the minutes of the regular monthly Board of Directors meeting held on September 25, 2018 be approved.

A director suggested a revision to clarify the timing of the offering of Transco stock.  The revision is as follows:  “Since May, VEC has learned that offerings of Transco stock will be less than VEC had forecasted, and VEC’s equity ratio has improved.  VEC is in a good position to make this 2018 additional purchase of $2.1 million of Transco stock.”  

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

DISCUSSION OF CONSOLIDATED COMMUNICATIONS DEAL – AGENDA ITEM #5

Lague moved and Hoeppner seconded to go into executive session to discuss confidential negotiations.   The Board entered executive session at 12:08.

By unanimous consent, the Board exited executive session at 12:40. 

Lague moved and Maroni seconded to adopt the resolution on page 24 of the Board packet which authorizes management to take the necessary action to enter into a confidential agreement to resolve a dispute with Consolidated Communications about the parties’ Joint Ownership Agreement.

The motion passed by unanimous vote

2019 OPERATING BUDGET  – AGENDA ITEM #7

Bursell began the discussion by noting that there is a comparison in the packet of the proposed 2019 budget against three different scenarios: (1) the 2018 budget that the Board had previously approved, (2) the Company’s actual spending during the “test year” period from July 1, 2017 to June 30, 2018, and (3) the 2019 budget projections that staff had provided in May, 2018.  He took the Board through the changes between the 2019 budget and the three other points of reference; most of the changes were not material.  There were a number of questions and answers and extensive discussion by the Board throughout the presentation. 

Woodward moved and Bailey seconded to adopt the 2019 budget as presented in the Board packet.

The motion passed by unanimous vote.

There was a break in the meeting at 1:55 p.m.

The meeting resumed at 2:15 p.m.

DISCUSSION ABOUT BOARD-CEO RELATIONSHIP BUILDING – AGENDA ITEM #7

The directors engaged with Towne as to how best to start off the Board-CEO relationship to meet expectations on all sides.  Directors shared the following ideas for consideration going forward:  arrange meetings with small groups of directors, schedule one-on-ones with directors, hold a retreat or set time aside in a Board meeting to get to know each other; review the prior self-evaluations that the Board had conducted after agreeing on Board norms, and work with Board members in outreach to member groups, perhaps by attending meetings of community groups such as Rotary or fire department.  Carswell noted that the overall goal is to come to an agreement as to how the Board can communicate to the CEO in one voice.

Towne will schedule meetings with directors in the coming months to start that work.

A director asked for Towne’s initial impressions after a month.  She reported that she has seen nothing to date that she believes needs immediate attention or change. She has found the employees to be very talented.  In the longer term, she would like to work with the Board to develop a vision for the company going forward.  In terms of communication between directors and members of the senior leadership team, Towne asked to be kept aware of issues that directors are raising but does not want to be a funnel.  There was a consensus that directors should be free to ask questions of staff but be sensitive about directing staff to do work and that it is acceptable for committee chairs to communicate directly with the staff who assist in their committee’s work.     

MANAGERS’ REPORTS – AGENDA ITEM #8

Staff fielded requests from directors concerning details contained in their manager reports. There was much discussion about VEC potentially offering a residential battery option for members. 

Rossi reported on an increase in car-pole accidents which is affecting VEC’s SAIDI outage index.  There was a suggestion to address this as the safety message at the annual member meeting.  There was further discussion about what is driving our outage numbers.  Rossi noted that trees were a big factor.  He noted that last month the Board approved  a $400,000 expenditure to complete an additional 38 miles of vegetation maintenance.  Since then, he received the detailed bid for the work, and it will be more expensive than estimated to complete the 38 miles by $270K.  This is because the condition of this section of line is poor.  Bursell noted that there is capacity to fund this during 2018.  There was further discussion of the need for this work and benefits to VEC of accelerating its vegetation maintenance activity this year. 

Rossi noted that we received the results of the vegetation maintenance audit that was recently conducted and are digesting it and developing a plan for going forward, which he would be prepared to report to the Board in first quarter 2019. 

Goggin moved and Westman seconded to allocate an additional $270K to fund vegetation maintenance on the full 38 miles.

The motion was approved by majority vote. 

ANY OTHER BUSINESS – AGENDA ITEM #9 – 
Brown noted that she had contacted the trainer who would be facilitating the November 13 training on Board Governance.  He asked that each director review the Governance Task Force Report that was previously provided and identify 2-3 areas whether they would like to focus.  It was agreed that the training would go from 9:00 to 3:00 with lunch provided

ADJOURN – AGENDA ITEM #10

There being no further business before the meeting,
Woodward moved and Westman seconded:
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 4:00 p.m.