Board Meeting Minutes

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.