VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

JUNE 25, 2019

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at 3:20 p.m. at The Abbey Restaurant in Enosburg Falls, Vermont.  Present were Directors Rich Goggin (President), 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), Rich Westman, 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.

No members were present.

SAFETY MINUTE – AGENDA ITEM #2

The Abbey experienced a leaky roof during the meeting, and a director reminded everyone that when water is leaking down a wall and you have an appliance plugged into the wall, grab the cord a couple of feet from the outlet to unplug.

Goggin noted that the Board has received the memo from staff pertaining to minutes and executive session as requested at the last board meeting.  That will be included on the agenda for the July meeting.

APPROVE 5/28/19 REGULAR BOARD MEETING MINUTES AND 5/11/19 ORGANIZATIONAL MEETING MINUTES -- AGENDA ITEM #3

President Goggin asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on May 28, 2019.  Several changes were suggested for clarity and accuracy.

Worth moved and VanWinkle seconded:

That the minutes of the regular monthly Board of Directors meeting held on May 28, 2019 be approved.

The minutes were approved by unanimous vote.

IRP ACTION PLAN-- AGENDA ITEM #4

Goggin noted that the action plan from the Integrated Resources Plan were included in the packet.  The two parts of the IRP had been previously presented to the Board at two regular meetings earlier this year. A director asked whether there were any changes since the Board reviewed each piece of the plan.  Rossi noted that there was a small shifting in capital funding from Energy Transformation and Innovation to fleet but the bottom line did not change.  There were a number of additional questions for staff about details in the plans.

Bailey moved and Ward seconded to approve the following resolution, which was set forth in the Board packet: 

Resolution:  The VEC Board approves the Integrated Resource Plan (IRP) strategy and action plan as summarized here.  VEC management will facilitate the prompt completion and filing of the full IRP with the Public Utility Commission.

The motion passed by unanimous vote.

There was further discussion of the review process at the Public Utility Commission.

JERICHO SOLAR PPA UPDATE -- AGENDA ITEM #5

Bursell noted that the Board had previously approved Purchase Power Agreements for two solar projects which otherwise would have been developed as net metering projects.  Upon further study of one of the projects, staff determined that interconnection costs would be higher than anticipated and negotiated an amendment for the PPA for that project at a slightly higher price.  The increase is less than 10% and the PPA continues of provide savings versus the cost of a net-metered project.

Lague moved and Bailey seconded that the Board approve the following resolution, which was set forth in the Board packet: 

Resolution:  The VEC Board authorizes management to approve a revision to the proposed PPA price as presented for the Jericho Gravel Pit project (from $0.1094/kWh to $0.1203/kWh).  The VEC Board further authorizes management approval for up to an additional 5% variance in the presented PPA price should the interconnection costs or other variables require and additional adjustment to the final PPA effective rate. 

There were several questions from Board members.

The motion passed by unanimous vote.

MANAGERS’ REPORTS -- AGENDA ITEM #6

Towne provided some background as to the status of the broadband study being conducted by the Department of Public Service, which recently issued a request for proposal for consultants who will complete the study by January 1, 2020.  VEC hopes to learn from that study and potentially apply for one of two grants for feasibility studies when they become available. 

Ward moved to continue to table the motion to apply for a grant for a broadband feasibility study which was made and tabled at the May Board meeting and to take up the motion at the first Board meeting in January. 

Extensive discussion ensued as to the proper course of action.

Lague seconded the motion.  There was further discussion as how long to defer the broadband discussion, with the consensus being management should bring forward prior to January anything new that arises for the Board’s consideration.  A director observed that a tabled motion could be taken up at any time. 

Towne noted that, at the July Board meeting, the Board will discuss the agenda for the day-long September Board training and whether broadband education and discussion should be included in September or a later meeting in the fall. 

The motion passed by unanimous vote.

There was further discussion as to what tasks management is expected to complete between now and January.

Ward moved that it requires a Board resolution to direct VEC staff to take action. 

A board member suggested that the Board use the parking lot to gain agreement as to issues to be addressed in the future.

Ward withdrew his motion.

Management answered several questions about the details in their reports in the Board packet. 

ADJOURN -- AGENDA ITEM #7

There being no further business before the meeting,

Ward moved and Westman seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:37 p.m.