VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
August 27, 2019
APPROVED MINUTES

As required under the VEC Bylaws, notice of this meeting was sent to each Director via US Mail on August 20, 2019

CALL TO ORDER – AGENDA ITEM #1
President Rich Goggin called the meeting to order at 12:06 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, 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
Hoeppner gave a presentation on poison parsnip, along with some suggestions as to how to protect against it.

APPROVE 7/30/19 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 July 30, 2019. 

Worth moved and Hoeppner seconded:
That the minutes of the regular monthly Board of Directors meeting held on July 30, 2019 be approved.
A director asked to add the name of the person who seconded a motion. 
The minutes were approved, with that correction, by unanimous vote.

REPORT OF GOVERNANCE COMMITTEE -- AGENDA ITEM #5
Goggin noted that the Governance Committee had met in the morning and took a number of actions that will require approval of the full Board.  These will be summarized as part of a future committee report. 

WEB PRESENTATION ON BOARDEFFECT RESOURCE FOR BOARD MATERIALS -- AGENDA ITEM #6
A representative from BoardEffect provided an overview via video conference of how to use the new web-based application for accessing the Board packet. There were numerous questions and answers.  Towne noted that the Board packet for this meeting has been uploaded and that beginning next month we will be using it for each meeting. 

 

PROGRESS REPORT ON 2019 KEY PERFORMANCE INDICATORS -- AGENDA ITEM #7
Rossi provided highlights of the progress to date on the company’s key 2019 strategic planning metrics. There were numerous questions and answers throughout the presentation.  He concluded that the company is on track to hit its key performance indicators for 2019.     

There was a break in the meeting at 1:52 p.m. 
The meeting resumed at 2:10 p.m.

PRESENTATION OF PROPOSED 2020 STRATEGIES AND KEY PERFORMANCE INDICATORS-- AGENDA ITEM #8
Jake Brown, Energy Services Planner, joined the meeting.
Towne provided the Board with its first look at the 2020 strategic key performance indicators.  The Board had previously approved key focus areas for 2020 and must approve key performance indicators, which are the metrics for measuring progress in implementing strategies in each key focus areas.  This month staff is asking for feedback from the Board and will bring final key performance indicators for approval during the September Board meeting.  Strategies are included for context and may change as we develop detailed action plans.  Staff will report to the Board on progress on key performance indicators on a monthly basis.
Towne walked through the key performance indicators in the areas of culture, energy transformation, member services, core business excellence and enhancing the electric grid including the potential for a broadband feasibility study. The directors provided feedback to be incorporated into the final version for approval in September. 
Jake Brown left the meeting.

BATTERY PRESENTATION AND JERICHO BATTERY PROJECT PROPOSAL -- AGENDA ITEM #9
Tucker Williams, Power Resource Planner, joined the meeting.
Bursell provided a two-part presentation.  The first focused on battery technology generally, and the second focused on a specific battery project currently being negotiated with Viridity Energy Solutions. There were numerous questions and discussion throughout the presentation.  
Lague moved and Ward seconded to authorize staff to finalize negotiations with Viridity on a 10-year lease under cost/utilization terms consistent with those presented at the Board meeting (and included in a letter of intent included in the packet).  If, prior to final execution of the agreement, the financial terms of the agreement change by greater than 10%, staff will bring the project back to the Board for further review.
There was further discussion and questions.
Goggin asked for a vote.  The motion approved by unanimous vote. 
Tucker Williams left the meeting.

CONSIDERATION OF WEC RESOLUTION FOR NRECA -- AGENDA ITEM #10
Goggin explained that the NRECA annually considers various resolutions for approval that guide NRECA policies and political action.  Washington Electric Cooperative (WEC) has taken an interest in adding specific climate change mitigation support to an existing NRECA resolution on greenhouse gas, a draft of which was included in the packet. The revised resolution generally encourages NRECA to support efforts to mitigate the harmful effects associated with climate change.  WEC has asked VEC to support the general direction of the resolution, with the understanding that the detailed language may be changed. 
There were numerous questions as to the request from WEC and the purpose of the resolution.  Towne explained that WEC had previously sent the resolution to the NRECA resolutions committee, and it was turned down on non-substantive grounds.  WEC would like to re-submit the revised resolution at the regional meeting to be held in September.  
Westman moved to support the language of the resolution in concept. Maroni seconded.  The motion passed by unanimous vote. 

MANAGERS’ REPORTS – AGENDA ITEM #11
There were several questions for the management team as to details contained in their reports.

ANY OTHER BUSINESS – AGENDA ITEM #12
There was no further business before the meeting,

ADJOURN -- AGENDA ITEM #13
Lague moved and Lambert seconded that the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 5:05 p.m.