VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

APRIL 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, John Ward (Treasurer), and Rich Goggin.  Also present from VEC was CEO Rebecca Towne, COO Peter Rossi, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, and Corporate Assistant Lisa Vanat. 

Also present from Washington Electric Co-op was Patty Richards, its General Manager; and Roger Fox and Barry Bernstein, WEC board members.

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney reminded everyone that since lawns are now starting to turn green and need mowing, folks should take some time to walk around your yards to remove rocks, sticks, and other debris.  He also recommended using the proper guards on all mowers.

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 March 25, 2019. 

Hoeppner moved and Lague seconded:

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

The minutes were approved, as presented, by unanimous vote.                             

APPRECIATION FOR DAN – AGENDA ITEM #5

Towne and other board members thanked Carswell for his years of service at VEC, both as a Board member and also as President.  Carswell was presented with a meter lamp, cards and farewell cake.

BARRY BERNSTEIN-NRECA REPRESENTATIVE – AGENDA ITEM #6

Barry Bernstein gave a brief overview of a recent national NRECA conference he attended in Virginia, which addressed topics such as climate change, changes in the electric utility industry, capital credits, marketing the co-op model, transparency, broadband, electric vehicles, and rate changes.  Discussion ensued.

Bernstein, Richards and Fox left the meeting at 1:00 p.m.

STRATEGIC PLANNING – AGENDA ITEM #7

Amanda Zay joined the meeting at 1:05 p.m.  Zay opened the strategic planning discussion with an overview of the Board’s work thus far on longer-range strategic planning.  Towne shared a presentation which distilled the Board’s discussions into five key areas, with goals and strategies included for each key area.  There was extensive discussion and suggestions offered about ideas included in the draft plan. 

Towne discussed the off-site Board meeting being planned for June.  Her proposal for the day’s schedule would include an education component, a further five-year strategic planning session and a shortened (one-hour) monthly board meeting, with lunch and dinner provided.  There was general support for this approach.

Towne also noted that staff would be preparing draft key focus areas for the 2020 annual plan for Board consideration at the May Board meeting.

There was a break in the meeting at 2:45 p.m.

The meeting resumed at 3:00 p.m.

EXECUTIVE SESSION – CEO FEEDBACK – AGENDA ITEM #8

By unanimous consent, the Board entered into executive session for the purpose of CEO six-month performance feedback check-in.  The Board entered into executive session at 3:00 p.m. 

VEC staff other than Towne did not attend this executive session.

By unanimous consent, the Board exited executive session at 3:30.


Staff re-joined the meeting.

APPROVE FORM 990 – AGENDA ITEM #9

Bursell noted that Form 990 had not yet gone through review from the auditors when it had been included in the board packet.  The auditors have since reviewed it and suggested four minor changes that Bursell explained to the Board. 

Lague moved and Ward seconded to approve Form 990 with the four changes proposed by Bursell at the recommendation of the auditors.  Bursell also noted that staff is continuing to check on a couple of items that are new under the revised tax rules.  If we find anything that causes further concern, we may seek an extension of the filing date.  Otherwise, we will file by May 15, 2019.

The motion was approved by unanimous vote.

REPORT ON INEGRATED RESOURCE PLAN – AGENDA ITEM #10

Cyril Brunner, Manager of System Engineering, joined the meeting at 3:45.  Brunner’s presentation included a brief review of the capital investments completed since the last Integrated Resource Plan (IRP) was approved in 2015. He then provided an overview of the transmission and distribution (T&D) section of the IRP that staff is currently preparing for submission to the Public Utilities Commission in July, 2019. 

Lague moved and Ward seconded to approve the direction set forth in the draft T&D section of the IRP. 

The motion passed by unanimous vote.

Managers’ Reports (Varney) Moved Up on the Agenda

Varney informed the Board that he has selected Spates Construction to design and construct the new Newport warehouse.  The contract is now being prepared.  Varney informed the Board that at this point he was hopeful that the project would stay within the approved $2 million budget, but there is a possibility that he may come back to the Board in 2020 with a request for an increase from $100K - $400K, depending on how negotiations with Spates conclude and the project progresses.  There were several questions about the project design.

COMMITTEE REPORTS – AGENDA ITEM #11

Hoeppner reported on recommendations from the Governance Committee for changes to a number of policies with redline detail included in the packet. 

Hoeppner moved and Woodward seconded to approve the recommendations made by the Governance Committee as to changes to the Preamble to the Policies and to Board Policies 1, 2, 3, 5, 7, and 8. 

There was a discussion as to whether the Board should wait to approve Policy B. 5 (concerning Board compensation) pending compilation of comparable compensation information being conducted by the CEO. 

Hoeppner called the question.

The motion passed with one nay.

MANAGERS’ REPORTS – AGENDA ITEM #12

Carswell left the meeting and Lague presided as chair for the remainder of the meeting.

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

ANY OTHER BUSINESS – AGENDA ITEM #13

There was no other business. 

ADJOURN – AGENDA ITEM #14

There being no further business before the meeting,

Ward moved and Hoeppner seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 5:01 p.m.