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. 

 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

September 25, 2018

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1
President Dan Carswell called the meeting to order at 11:53. a.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont.  Present were Directors Ken Hoeppner, Carol Maroni (Second Vice President), John Ward (Treasurer), 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 Interim-CEO/General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, Chief Operating Officer Peter Rossi and Corporate Assistant Lisa Vanat

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

SAFETY DRILL – AGENDA ITEM #3
Varney shared a cyber security tip pertaining to phishing emails.  He advised everyone to be wary of clicking on links.  He recommended hovering over a link rather than clicking on it to see whether it appears legitimate. 

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 August 28, 2018. 
Maroni moved and Woodward seconded: That the minutes of the regular monthly Board of Directors meeting held on August 28, 2018 be approved.
The minutes were approved by unanimous vote.

LAND PURCHASE NEWPORT – AGENDA ITEM #5
By unanimous vote, the Board entered into executive session at 11:59 a.m. to discuss the Newport land purchase.  The Board exited executive session at 12:30 p.m.
Ward moved and Worth seconded to approve the resolution to purchase the Newport land which was included in the Board packet at page 10.
The motion passed by unanimous vote.

MISCELLANEOUS ADDED AGENDA ITEMS
Brown informed the Board of three other matters have arisen since the agenda had been set that needed the Board’s attention. 
Vegetative Maintenance:  Bursell noted that the Company is ahead of budget for 2018.  This makes it possible to accelerate our efforts to move the vegetative maintenance cycle from a 12-year cycle to a 10-year cycle (in 2020) and to an 8-year cycle (in 2022).  E&O has identified 38 miles of rights of way that are in need of vegetative maintenance that could be completed in 2018.  Bursell expressed his confidence that we can take on this additional work and still meet the overall 2018 budget that the Board had approved.
Extensive discussion ensued about the details of this proposal, the logistics of completing the work this year, and the impact on overall vegetation maintenance goals. 
Ward moved and Maroni seconded to authorize spending an additional approximately $400,000 for an extra 38 miles of vegetative maintenance in 2018. 
There was additional further discussion about the appropriate level of spending, and the motion passed by unanimous vote.
2019 Budget and Need for Rate Increase: Bursell noted that as the budget is coming together it appears that VEC will need a 1% rate increase for next year and with such a low percentage, it may make sense to stay out.  He explained that there is a condition in an old rate order that is causing a problem with staying out.  Brown noted that the condition was imposed when the PUC approved an increase in TIER in 2009 from 1.8 to 2.18 to fund the 10-year capital spending plan.  The condition requires VEC, at the end of the 10-years, to go back to a TIER of 1.5, which would result in an immediate ratings downgrade.  If VEC can get a deferral of that condition, a rate increase can be deferred for up to a year.  Extensive discussion ensued with numerous questions and answers. 
Brown noted that management plans to ask for a deferral of the condition and if that is granted, then we will not file for a rate increase for January, 2019. There was general support for this approach.
Consolidated Communications: Lague moved and Maroni seconded to enter executive session to discuss a confidential agreement that is being negotiated with Consolidated Communications.  By unanimous vote, the Board entered executive session at 1:00 p.m.  The Board exited executive session at 1:30.

TRANSCO STOCK PURCHASE  – AGENDA ITEM #7 (This item was moved up in the agenda).
Bursell noted that Transco would be making a second offering this year in December.  This was discussed with the Board at length at the May finance committee meeting as part of the long-range financial plan.  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 Board asked a series of questions and additional discussion ensued. 
Ward moved and Van Winkle seconded to approve the purchase of TRANSCO shares up to $2.1 million from the Vermont TRANSCO LLC projected with the December, 2018 offering. 
The motion passed by unanimous vote.   There was further discussion as to how the purchase will be financed

HYDROQUEBEC PHASE I/PHASE II AGREEMENT EXTENSION – AGENDA ITEM #9
This item was moved up on the agenda.
Brown noted that this is just an extension of an existing agreement that has been in place for many years.  Lague moved and Worth seconded to approve the resolution included on pages 22-23 of the Board packet.
Staff fielded a number of questions from Board members as to the value of this contract to VEC. 
The motion passed by unanimous vote.

EXECUTIVE SESSION - PROPOSAL FOR BONUSES FOR SLT – AGENDA ITEM #8
By unanimous vote, the Board entered into executive session at 1:45 p.m. to discuss bonuses for the Senior Leadership Team.  Rossi, Cohen, Bursell, Varney and Vanat left the meeting for this executive session.  Brown remained in the meeting for part of the executive session and then left the meeting.
The Board exited executive session at 2:20 p.m.
Based on discussions from executive session, Ward moved and VanWinkle seconded to provide a one-time bonus in 2018 for Bursell, Cohen, Varney and Rossi in the amount of up to 6% of each of their annual base salaries in recognition of their taking on additional duties in support of the Interim CEO.
The motion passed by unanimous vote.
There was a break in the meeting at 2:20 p.m.
The meeting resumed at 2:35 p.m.

2019 STRATEGIC PLAN APPROVAL – AGENDA ITEM #6 – This item had been deferred.
Brown noted that there was one change suggested at the last Board meeting that has been made.  Brown noted work was already underway on KFA 3 to address the need for adding load in the SHEI to relieve congestion. There were a number of questions about the KPIs. Rossi noted one caveat:  When staff developed the KPIs, we were assuming that the maintenance plan would be completed in five years.  We have issued an RFP and depending on the cost that we receive in the bids, we may need to extend that plan out to 6 or 7 years.  There was a general agreement that if circumstance or assumptions change, staff will come back to the Board to approve for any modifications.
Hoeppner moved and Woodward seconded to approve the core competencies and key performance indicators in the 2019 Strategic Plan.
The motion passed by unanimous vote.

NRECA TRAINING OPPORTUNITIES – AGENDA ITEM #10
Brown noted that there is a list of courses in the board packet that NRECA offers on-site.  A board member mentioned that there is a series of videos produced by the NRECA on governance issues.  After discussion, the Board agreed that the Governance Committee should preview a video for quality. 
The Board engaged in a discussion as to which training the Board would like to bring in for the fall training and the relative value of in-house training versus attendance at regional trainings.
A director asked management to provide a list of all trainings that directors have taken.
Maroni moved and Worth seconded to bring 906.1 to VEC for the fall.  Management agreed to check on dates and availability for the NRECA trainer as well as a course syllabus for the training. 
The motion passed by unanimous vote. Hoeppner left the meeting at 3:07.

COMMITTEE REPORTS– AGENDA ITEM #11
There were no committee reports.

MANAGERS’ REPORTS– AGENDA ITEM #12
Bursell asked for Board approval for a bond extension and a four-year extension of the line-of-credit facility.  Both of the bond and the line-of credit were previously approved by the Board and the resolution authorizes the extension of both instruments. 
Bailey moved and Ward seconded to approve the resolution as presented on pages 46-49.
The motion passed by unanimous vote.
There were several questions about details included in the managers’ reports.

ANY OTHER BUSINESS – AGENDA ITEM #13
A director asked whether he could be compensated for his participation on the NEAEC Board.  The consensus was that this should be compensated under the Board’s policy. 
Bursell noted that Tom Bailey has been elected to the CFC Board. 

ADJOURN – AGENDA ITEM #14
There being no further business before the meeting,
Bailey moved and Lague seconded:
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 3:20 p.m. 

 

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

August 28, 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), John Ward (Treasurer), Mark Woodward (Secretary) George Lague (First Vice President), Charlie Van Winkle, Don Worth, Paul Lambert, Rich Goggin, Richard Westman and Tom Bailey.  Also present from VEC was Interim-CEO/General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, Chief Operating Officer Peter Rossi and Corporate Assistant Lisa Vanat.

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

SAFETY DRILL – AGENDA ITEM #3
Varney identified many different types of plants and trees which can cause skin irritations and rashes such as poison ivy, poison oak, wild parsnip and others.  Varney advised to stay away from all of these plants. 

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 July 31, 2018. 
George Lague moved and Charlie Van Winkle seconded: That the minutes of the regular monthly Board of Directors meeting held on July 31, 2018 be approved.
The minutes were approved by unanimous vote.

CEO SEARCH AND SELECTION PROCESS  – AGENDA ITEM #5
Brown opened a discussion with board members about the onboarding process for incoming CEO Rebecca Towne.By unanimous vote, the Board entered into executive session to discuss personnel matters. The Board exited executive session.

2019 STRATEGIC PLAN – AGENDA ITEM #6
Staff presented the results of its work in planning to implement the five Key Focus Areas which the Board had identified for the 2019 Strategic Plan.  Staff shared the Key Performance Indicators (KPI’s) for each focus area and discussed the detailed strategies that were being considered to reach the KPIs.  Brown noted that under the process previously approved by the Board, the Board will be asked to approve the final Key Focus Area and KPIs but not the individual strategies, since these will likely evolve over time.  Discussion ensued and Board members provided feedback for staff to consider as they finalize the 2019 plan.  The final version will be presented for Board action at the September meeting. 

ENCORE – JERICHO BATTERY/SOLAR PROJECT – AGENDA ITEM #7
Carswell noted that these two solar projects were discussed in detail at the Power Supply and Operations Committee meeting held earlier in the morning.  The developer had proposed two net metering projects but is willing to enter into Purchase Power Agreements (PPAs) with VEC at prices that are substantially lower than the net metering rate.
Maroni moved and Ward seconded to approve the two PPAs as presented at the Power Supply & Operations Committee.
The motion passed by unanimous vote.

There was a break in the meeting at 1:50 p.m.
The meeting resumed at 2:10 p.m.

PENSION DOCUMENTATION APPROVAL  – AGENDA ITEM #8
Brown summarized the pension documents that need to be amended in order to implement terms agreed to in the recently-approved Collective Bargaining Agreement with the IBEW.  Directors asked questions about the details of the resolutions that are necessary to make these changes.    Discussion ensued about some of the specific language in the resolution which was prepared by the NRECA.  The language in the resolution indicated that the plan amendment may cause certain employees to receive a reduction in benefits.  Brown noted that this language seems to be a requirement under federal law (ERISA) and that, even though it is not called out in the resolution, there are also additional benefits provided as part of the IBEW agreement. 
Lague moved and Bailey seconded to approve the resolutions included on pages 25-44 of the Board packet.
The motion passed by unanimous vote.

NEWPORT WAREHOUSE UPDATE – AGENDA ITEM #9
By unanimous vote, the Board entered into executive session to discuss the Newport warehouse contract negotiations. 
The Board exited executive session.
Carswell noted that the consensus of the Board was that Varney should continue with the Newport warehouse negotiations as described in executive session.

MANAGERS’ REPORTS  – AGENDA ITEM #10
Brown noted that a long-standing parking lot item had been to ask NRECA speaker Jim Spiers to attend a Board meeting. A board member shared what Spiers spoke about in May of 2017 at a conference and noted that the topic has become less relevant over time. 
Maroni moved and Bailey seconded to remove the parking lot item.  
The motion passed by unanimous vote.
Brown also asked whether additional iPad training would be helpful for Board members.   Directors provided feedback on the pros and cons of the iPad for Board packets. Brown will consult with IT and follow up with a proposal at a future meeting.

MEMBER SURVEY REVIEW – AGENDA ITEM #11
Cohen presented the 2018 Member Survey results.  The results will now be posted on VEC’s website.  Extensive discussion ensued as to how VEC can best use the data to improve member service and communications.

ANY OTHER BUSINESS – AGENDA ITEM #12
A board member asked about Fall training.  Brown will research available courses and report back to the Board.

ADJOURN – AGENDA ITEM #13
There being no further business before the meeting,
Ward moved and Westman seconded:
That the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 4:00 p.m.