Board Meeting Minutes

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.