Board Meeting Minutes

 VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

MARCH 25, 2019

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, John Ward (Treasurer) 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.

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney reported that the Engineering & Operations group recently enacted a policy requiring that vehicles will be backed into parking spaces.  Varney shared the results of studies which confirmed that parking facing out limits the risk of accidents.

EXECUTIVE SESSION – AUDITORS’ REPORT – AGENDA ITEM #5

Mark Mayer and Bill Keyser of Kittell Branagan &Sargent joined the meeting.

This agenda item was moved up. 

Lague moved and Worth seconded to go into executive session to discuss the results of the annual audit.   The Board entered into executive session at 12:05.

Part way through the executive session, VEC staff members exited the meeting to allow the Board to discuss the audit without management present.

Rich Westman joined the meeting.

By unanimous consent, the Board exited executive session at 1:10.

Staff re-joined the meeting.

Ward moved and Van Winkle seconded to approve the 2018 audit.

The motion was approved by unanimous vote.

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 February 25, 2019. 

Maroni moved and Woodward seconded:

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

Maroni moved to amend the minutes to spell out “R&D” to say “research and development.”  VanWinkle seconded.

The motion to amend was defeated.

Carswell asked for a vote on the main motion and the minutes were approved by unanimous vote without amendment.                                                                                         

INTEGRATED RESOURCE PLAN / POWER SUPPLY DISCUSSION WITH CRAIG KIENY – AGENDA ITEM #6

Craig Kieny and Tucker Williams joined the meeting.

Kieny noted that in preparing the Integrated Resource Plan (IRP) to be filed at the Public Utility Commission (PUC), he and Williams needed to make certain assumptions and projections that he wanted to share with the Board for their consideration and feedback.   He shared information about VEC’s power needs and committed resources over the next 20 years.  His analysis shows that VEC is well positioned to meet Tier I power supply requirements for the next several years and is projected to exceed Tier II requirements for many years into the future.

Kieny noted that he was looking for guidance as between the following strategies:

  • Develop a portfolio to meet Tier I and Tier II in the least expensive way possible.
  • Develop a portfolio that is 0% carbon emitting.
  • Develop a portfolio that is 100% renewable.

There were numerous questions and comments throughout the presentation.

Ward moved the VEC should continue to pursue its current strategy to meet Tier I and Tier II in the least expensive way possible.  Westman seconded.

There was further discussion as to the other options. 

The motion passed with one nay.

Towne clarified that we would continue to analyze the costs and benefits second and third options as part of the IRP.  The consensus of the Board was to support that approach.  

There was a break in the meeting at 2:10 p.m.

The meeting resumed at 2:27 p.m.

STRATEGIC PLANNING UPDATE – AGENDA ITEM #7

Amanda Zay joined the meeting.  She noted that the goal of the Board’s work at recent meetings has been to develop a 5-year strategic road map for the co-op.  She had summarized the results of the “SWOT” (strengths, weaknesses, opportunities and threats) analysis from the February meeting.  There were several suggestions as to items to be added or removed from the list, and Towne reminded the group that these were raw brainstorming thoughts and had not been sorted or prioritized.

Zay then led the Board in an exercise to analyze (1) where strengths can be leveraged to seize opportunities and overcome threats and (2) what VEC can do to minimize weaknesses to avoid threats and take advantage of opportunities.  There was extensive discussion and Zay will compile the results for further work in prioritizing areas of focus going forward.

RESULTS OF VEGETATION MAINTENANCE AUDIT – AGENDA ITEM #8

Sara Packer, VEC Manager of Forestry, joined the meeting.

Packer gave a presentation on VEC’s current vegetation management program.  She explained the various components of the program noting that VEC had targeted an 8-year cycle for vegetation management and that it would to take 12 years to get to that cycle.  The program has been ramping up funding and miles covered as it nears the end of the 12-year period.  She reported that despite the increase, tree-related outages have increased in recent years and she anticipates that the cost-per mile for vegetation maintenance will increase in future years. 

Packer then described the results of an audit done by an external expert, which analyzed a statistically significant sample of VEC’s system and recommended that VEC move to a 4-year trimming cycle analysis.  While management concluded that the recommendation was too costly to realistically implement, there may be other cycles that could be implemented more cost effectively.  Next steps will be for management to blend an ideal maintenance cycle with an achievable rate path.

There were questions and comments from directors throughout her presentation.     

Packer left the meeting.

MANAGERS’ REPORTS – AGENDA ITEM #9

Woodward reported on the work of the candidate petition review committee which met earlier in the day.  There is one candidate in each of Districts 1 and 6 and there were two qualified candidates in West Zone at large whose petitions were approved.  (One additional candidate was not approved due to lack of sufficient signatures on his petition.)  The committee recommends that the following four candidates be included on the ballot:

District 1

Don Worth

District 6

Paul Lambert

West Zone

Jody Dunklee

West Zone

Stephanie Hoffman

Woodward moved and Maroni seconded to accept the committee’s recommendation and approve the four candidates.

Varney noted that he has received proposals for the construction of the new Newport district facility. 

Lague moved and Maroni seconded to go into executive session to discuss potential contractual relationships.

The Board entered executive session at 4:30.

By consent, the Board exited executive session at 4:35.

There were a number of questions about details in the managers’ reports.

Lague moved and Maroni seconded to go into executive session to discuss a confidential issue related to VEC personnel. 

The Board entered executive session at 4:45.

By consent, the Board exited executive session at 4:50.

EXECUTIVE SESSION – CEO FEEDBACK – AGENDA ITEM #10

This agenda item was deferred.

ANY OTHER BUSINESS – AGENDA ITEM #11

There was no further business. 

ADJOURN – AGENDA ITEM #12

There being no further business before the meeting,

Bailey moved and Ward seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:50 p.m.