Board Meeting Minutes

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.