VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

October 29, 2019

APPROVED MINUTES

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

via US Mail on October 22, 2019

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at noon 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, Rich Westman, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Tom Bailey, and Jody Dunklee.  Also present from VEC were CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY MINUTE – AGENDA ITEM #3

Mark Woodward presented an anecdote about two bikers who were near the site of an accident had blinking bike lights which in his view may have saved their lives. Mark brought in an example of the blinking light and suggested all roadside bikes use something similar for visibility and safety purposes. George Lague will do the safety minute next month.

APPROVE September 24, 2019 REGULAR BOARD MEETING MINUTES – AGENDA ITEM #4

President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on September 24, 2019. 

Worth moved and Van Winkle seconded:

That the minutes of the regular monthly Board of Directors meeting held on September 24, 2019 be approved.

The minutes were approved by unanimous vote.

FINANCE COMMITTEE RECOMMENDATIONS – AGENDA ITEM #5

Ward noted that the Finance Committee had met in the morning to discuss the 2020 operating budget, a proposal for a 2020 rate increase and a proposed VT Transco stock issuance.  There was no further discussion and the consensus was to vote on each recommendation separately.

Ward moved and Hoeppner seconded that the VEC Board approve the 2020 operating budget as recommended by the Finance Committee subject to final revisions deemed necessary by VEC’s CFO. 

The motion passed by unanimous vote.

Ward moved and Van Winkle seconded that the VEC Board approve the 2020 rate case as recommended by the Finance Committee subject to final revisions deemed necessary by VEC’s CFO during testimony and final rate case preparations. 

The motion passed by unanimous vote.

Ward moved and Lague seconded that the VEC Board approve the purchase of new TRANSCO stock investments for the 2019 offering up to $850,000. 

The motion passed by unanimous vote.

MAINTENANCE PLAN – AGENDA ITEM #6

This item was moved forward in the meeting to accommodate a schedule conflict.

Rossi gave a presentation summarizing the five-year maintenance plan that VEC began in 2019.

He explained the reasons for the plan including (1) holistic tightening/hardening of our system, (2) updating data to achieve operational excellence and gain efficiencies, (3) ensure accuracy of mapping, outage management, and other systems, (4) extending plant life and maximizing capital investment, (5) enhancing outage response and restoration times, (5) moving to scheduled replacement schedule from a “running to failure” approach.

He described the two main components of the project:  (1) gathering data based on a pole-to-pole review and assessment of the distribution system using an external contractor Davey Resource Group and (2) follow up work by VEC staff including ensuring the accuracy of data and performing follow up maintenance.

He summarized the results of the 2019 work in terms of issues found.  He also summarized the budget for this five-year plan. 

Rossi responded to a number of questions from the Board throughout the presentation. 

NRECA REPRESENTATION – AGENDA ITEM #7

Towne noted that the Board needs to designate a vote to elect a  Vermont representative on the NRECA Board of Directors. She noted that VEC had held the seat for a number of years and that Barry Bernstein of Washington Electric Coop currently is our representative. The next two-year term on the NRECA Board begins in March 2020 and an election for Vermont’s representative will be held on November 13th.

Lague moved and Ward seconded to authorize VEC’s CEO to vote for Barry Bernstein from Washington Electric Cooperative as Vermont’s representative at the NRECA. 

The motion passed by unanimous vote.

BROADBAND FOLLOW-UP DISCUSSION – AGENDA ITEM #8

Goggin noted that he asked Towne to summarize the anticipated timeline for the roll out of grants to electric utilities to conduct feasibility studies as to broadband deployment.  Towne explained that an anticipated timeline is as follows:

DPS Study due to legislature:                                                January 2020

DPS issues applications for utilities to apply for grants:      February 2020

VEC applies for grant for feasibility study                           March 2020

DPS awards feasibility study grants.                                     April 2020

Feasibility study complete                                                     July 2020

She suggested that to be prepared for this timeline, VEC should prepare an RFP for a feasibility study in December 2019.  This will allow us to assess vendors and costs and will provide details needed to support our grant application.  

There was extensive discussion as to VEC’s role in the process and next steps.

Westman moved and Woodward seconded to approve VEC’s actions proposed in the timeline up to and including applying for the grant for a broadband feasibility study.

Ward moved and Bailey seconded to amend the motion to clarify that work associated with applying for the grant should be done using internal staff and not outside vendors.

There was further discussion on the amendment.

Goggin called for a vote on the amendment. Ward asked that the vote be recorded.

Ward, Lague, Hoeppner, and Bailey voted in favor of the amendment.   

Worth, Maroni, Woodward, Westman, Dunklee, Lambert, and VanWinkle voted against the amendment.

The amendment failed.

Goggin asked for a vote on the main motion.

The motion passed with one no and one abstention.

Rossi left the meeting.

GOVERNANCE COMMITTEE FOLLOW UP – AGENDA ITEM #9

Hoeppner noted that there were a number of recommended changes to certain Board policies that resulted from the last Governance Committee meeting.  Redlined versions showing the changes were included in the Board packet.  He also noted that meeting minutes were included for approval. 

Worth moved and Woodward seconded to approve the minutes of the August 27, 2019 Governance Committee meeting.

There were a couple of clarifying changes suggested.  With those changes, the minutes were approved by unanimous vote.

Board Policy BOD.5 – Board Compensation

Maroni moved and Woodward seconded to approve the changes to Board Policy BOD.5.  These changes clarified what is defined as an “authorized meeting” for purposes of compensation.

The motion passed by unanimous vote.

Board Policy BOD.11 – Board Committees

Maroni moved and Worth seconded to approve the changes to Board Policy BOD.11.  The changes were to extend committee membership to all directors with a chair to be appointed annually and to clarify roles of committees generally and functions of specific committees.  There were a number of suggested wording changes for further clarity.

The motion passed by unanimous vote.

Guidelines for Remote Participation at Board Meetings

At the request of the committee, staff prepared guidelines, consistent with the VEC by-laws, for directors who desired to participate in Board meeting via video conference. 

Ward moved and Bailey seconded to approve the Board remote participation guidelines as presented in the packet.

There was further discussion about some of the details in the guidelines and some changes were agreed to, with the understanding that the Board and management can be flexible as we try out this new approach

The motion passed by unanimous vote and the agreed upon guidelines are as follows:

  • Video is preferable to teleconference where possible for more fulsome participation.
  • Staff will select the technology to be used and provide instructions for remote participation.
  • Directors must notify the CEO at least two days in advance of the meeting of their desire to participate through remote access.

Board Policy BOD.9 – Member Requests for Cooperative Corporate Information

Maroni moved and Worth seconded to approve the changes in policy b.9.  The change was an editorial change to move language concerning the availability of member lists from Policy BOD.10 into this policy.

The motion passed by unanimous vote.

Board Policy BOD.10 – Member Information and Attendance at Board Meetings

Maroni moved and Worth seconded to approve the changes in Policy B.10.  These changes moved the reference to member list to Policy BOD.9 and clarified that any personal audio recording of Board meetings must be approved by the Board.

The motion passed by unanimous vote.

Towne raised two additional governance issues.  First, she asked the Board to agree on the date for the December Board meeting, which currently is scheduled for December 31. 

Ward moved and Maroni seconded to move the meeting to December 17.  Bursell noted that the financials from November would not be finalized by then.

The motion passed by unanimous vote. 

Second, Towne reminded the Board of a prior discussion about the request for a Co-op Life article concerning Board compensation.  She noted that the fall Co-op Life will be devoted to the upcoming rate increase and asked that the Board compensation article be deferred until the spring issue.  The Board supported that approach.

MANAGERS’ REPORTS – AGENDA ITEM #10

Towne noted that she would miss the November meeting for a personal trip to Japan. Brown and the team would cover the meeting in her absence.

Cohen reported that she needs to set the date for the 2020 annual meeting and staff recommends Saturday, May 9, tentatively scheduled at Smuggler’s Notch.  The consensus of the Board was in support of that date.  There was a discussion as to whether there were venues in the Newport area that we could use and staff will keep that in mind. 

Cohen also provided a preview of important issues that we are following in anticipation of the legislative session, including a Global Warming Solutions Act, a Transportation Climate Initiative and an “all fuels” efficiency utility.  Warren Coleman will join the December Board meeting for a fuller discussion of these and other legislative issues.

There were numerous questions and answers about other details included in the managers’ reports.

ANY OTHER BUSINESS – AGENDA ITEM #11

There was no other business.

ADJOURN – AGENDA ITEM #12

Ward moved and Woodward seconded that the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:00 p.m. 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

SEPTEMBER 24, 2019

APPROVED MINUTES

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

via US Mail on September 18, 2019

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at 3:12 p.m. at River Arts in Morrisville, Vermont. Present were Directors Ken Hoeppner, Carol Maroni (Second Vice President), Mark Woodward (Secretary), George Lague, Charlie Van Winkle, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Tom Bailey, and Jody Dunklee.  Also present from VEC were CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY MINUTE – AGENDA ITEM #3

Director Lambert shared a safety experience:  he wanted to paint a gable near his electric service entry.  He called VEC, and line workers installed cover for the exposed wire, allowing him to paint safely.  There was no charge, as we want to encourage members to call.   There was a suggestion to communicate this service more widely to members.  Woodward volunteered to present next month’s safety tip.

APPROVE 8/27/2019 REGULAR BOARD MEETING MINUTES -- AGENDA ITEM #4

President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on August 27, 2019. 

VanWinkle moved and Woodward seconded:

That the minutes of the regular monthly Board of Directors meeting held on August 27, 2019 be approved.

The minutes were approved by unanimous vote.

2020 STRATEGIC PLAN -- AGENDA ITEM #5

Towne presented a number of revisions to the Key Performance Indicators (KPIs) being considered for the 2020 strategic plan, based on feedback from the Board at its August meeting and a final look by VEC staff. 

Following questions and discussions, Hoeppner moved to approve the KPI’s as revised.

There was further discussion about the KPI that measured work on completing a broadband feasibility study and the KPI that measured new smart devices managed.  There was a general consensus that the KPIs as revised were appropriate. 

Woodward seconded the motion.

The motion was approved by unanimous vote, and the final 2020 strategic plan will be posted on VEC’s website.

ELECTRIC VEHICLE PROGRAM -- AGENDA ITEM #6

Towne gave a presentation as to what VEC is offering in its Electric Vehicle program.  VEC offers incentives for EVs at a cost-effective level with adoption rates similar to GMP and BED, and we are expanding incentives to promote home chargers.  Key additional points included (1) VEC has a dedicated team who meets regularly to consider new offerings; (2) Drive Electric has proven to be a critical partner for educating the public about EV options; (3) VEC was able to promote our program at an Islands Drive Electric Day in Grand Isle; and (4) public charging infrastructure is good in Vermont and will get better as the state is planning fast chargers.

DISCUSSION:  NEED FOR TAX ADVICE FOR DIRECTORS -- AGENDA ITEM #7

Goggin noted that there has been some confusion among directors as to how payments from VEC should be treated for tax purposes.  He asked whether there was any interest in retaining an attorney independent from VEC to advise the Board.  There was discussion, and after a straw vote the Board decided against retaining a consultant.  

MANAGERS’ REPORTS – AGENDA ITEM #8

Towne noted that she was encouraged by the Board’s willingness to try BoardEffect and invited directors to bring forward any questions.    

Bursell noted that at the October board meeting he will seek Board approval for the 2020 budget (and rate case) and for VT Transco stock purchases anticipated in November and December.  There was discussion as to whether this should be assigned to the Finance Committee and the consensus was to leave this to the Chair when the agenda for the October meeting is set. 

There were a number of additional questions concerning some of the details in the managers’ reports. 

ANY OTHER BUSINESS – AGENDA ITEM #9

There was a discussion as to whether VEC should move forward with broadband feasibility study now and not wait until the February timeframe anticipated by the Department. Goggin suggested that the Board defer further discussion until a future meeting.

ADJOURN -- AGENDA ITEM #10

Ward moved and Worth seconded that the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at (4:30) 

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
August 27, 2019
APPROVED MINUTES

As required under the VEC Bylaws, notice of this meeting was sent to each Director via US Mail on August 20, 2019

CALL TO ORDER – AGENDA ITEM #1
President Rich Goggin called the meeting to order at 12:06 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, Rich Westman, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Tom Bailey, and Jody Dunklee.  Also present from VEC were CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen.

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

SAFETY MINUTE – AGENDA ITEM #3
Hoeppner gave a presentation on poison parsnip, along with some suggestions as to how to protect against it.

APPROVE 7/30/19 REGULAR BOARD MEETING MINUTES -- AGENDA ITEM #4
President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on July 30, 2019. 

Worth moved and Hoeppner seconded:
That the minutes of the regular monthly Board of Directors meeting held on July 30, 2019 be approved.
A director asked to add the name of the person who seconded a motion. 
The minutes were approved, with that correction, by unanimous vote.

REPORT OF GOVERNANCE COMMITTEE -- AGENDA ITEM #5
Goggin noted that the Governance Committee had met in the morning and took a number of actions that will require approval of the full Board.  These will be summarized as part of a future committee report. 

WEB PRESENTATION ON BOARDEFFECT RESOURCE FOR BOARD MATERIALS -- AGENDA ITEM #6
A representative from BoardEffect provided an overview via video conference of how to use the new web-based application for accessing the Board packet. There were numerous questions and answers.  Towne noted that the Board packet for this meeting has been uploaded and that beginning next month we will be using it for each meeting. 

 

PROGRESS REPORT ON 2019 KEY PERFORMANCE INDICATORS -- AGENDA ITEM #7
Rossi provided highlights of the progress to date on the company’s key 2019 strategic planning metrics. There were numerous questions and answers throughout the presentation.  He concluded that the company is on track to hit its key performance indicators for 2019.     

There was a break in the meeting at 1:52 p.m. 
The meeting resumed at 2:10 p.m.

PRESENTATION OF PROPOSED 2020 STRATEGIES AND KEY PERFORMANCE INDICATORS-- AGENDA ITEM #8
Jake Brown, Energy Services Planner, joined the meeting.
Towne provided the Board with its first look at the 2020 strategic key performance indicators.  The Board had previously approved key focus areas for 2020 and must approve key performance indicators, which are the metrics for measuring progress in implementing strategies in each key focus areas.  This month staff is asking for feedback from the Board and will bring final key performance indicators for approval during the September Board meeting.  Strategies are included for context and may change as we develop detailed action plans.  Staff will report to the Board on progress on key performance indicators on a monthly basis.
Towne walked through the key performance indicators in the areas of culture, energy transformation, member services, core business excellence and enhancing the electric grid including the potential for a broadband feasibility study. The directors provided feedback to be incorporated into the final version for approval in September. 
Jake Brown left the meeting.

BATTERY PRESENTATION AND JERICHO BATTERY PROJECT PROPOSAL -- AGENDA ITEM #9
Tucker Williams, Power Resource Planner, joined the meeting.
Bursell provided a two-part presentation.  The first focused on battery technology generally, and the second focused on a specific battery project currently being negotiated with Viridity Energy Solutions. There were numerous questions and discussion throughout the presentation.  
Lague moved and Ward seconded to authorize staff to finalize negotiations with Viridity on a 10-year lease under cost/utilization terms consistent with those presented at the Board meeting (and included in a letter of intent included in the packet).  If, prior to final execution of the agreement, the financial terms of the agreement change by greater than 10%, staff will bring the project back to the Board for further review.
There was further discussion and questions.
Goggin asked for a vote.  The motion approved by unanimous vote. 
Tucker Williams left the meeting.

CONSIDERATION OF WEC RESOLUTION FOR NRECA -- AGENDA ITEM #10
Goggin explained that the NRECA annually considers various resolutions for approval that guide NRECA policies and political action.  Washington Electric Cooperative (WEC) has taken an interest in adding specific climate change mitigation support to an existing NRECA resolution on greenhouse gas, a draft of which was included in the packet. The revised resolution generally encourages NRECA to support efforts to mitigate the harmful effects associated with climate change.  WEC has asked VEC to support the general direction of the resolution, with the understanding that the detailed language may be changed. 
There were numerous questions as to the request from WEC and the purpose of the resolution.  Towne explained that WEC had previously sent the resolution to the NRECA resolutions committee, and it was turned down on non-substantive grounds.  WEC would like to re-submit the revised resolution at the regional meeting to be held in September.  
Westman moved to support the language of the resolution in concept. Maroni seconded.  The motion passed by unanimous vote. 

MANAGERS’ REPORTS – AGENDA ITEM #11
There were several questions for the management team as to details contained in their reports.

ANY OTHER BUSINESS – AGENDA ITEM #12
There was no further business before the meeting,

ADJOURN -- AGENDA ITEM #13
Lague moved and Lambert seconded that the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 5:05 p.m. 

 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

JULY 30, 2019

APPROVED MINUTES

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

via US Mail on July 23, 2019

CALL TO ORDER – AGENDA ITEM #1

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

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY MINUTE – AGENDA ITEM #3

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

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

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

Woodward moved and Lague seconded:

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

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

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

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

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

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

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

UPDATE RE COOPERATIVE COMMUNITY EVENTS -- AGENDA ITEM #6

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

REVIEW MEMBER SURVEY  -- AGENDA ITEM #7

Several employees of the member services department joined the meeting.

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

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

Member Services staff left the meeting.

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

The meeting resumed at 2:30 p.m.

STRATEGIC PLANNING  -- AGENDA ITEM #8

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

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

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

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

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

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

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

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

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

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

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

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

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

COMMITTEE REPORTS – AGENDA ITEM #11

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

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

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

The motion passed by majority vote.

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

The motion passed by unanimous vote.

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

MANAGERS’ REPORTS – AGENDA ITEM #12

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

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

By unanimous agreement, the Board exited executive session. 

ANY OTHER BUSINESS – AGENDA ITEM #13

There was no further business before the meeting,

ADJOURN -- AGENDA ITEM #14

Ward moved and Worth seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:35 p.m.