Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

August 28, 2018

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), John Ward (Treasurer), Mark Woodward (Secretary) George Lague (First Vice President), Charlie Van Winkle, Don Worth, Paul Lambert, Rich Goggin, Richard Westman and Tom Bailey.  Also present from VEC was Interim-CEO/General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, Manager of Government Affairs and Member Relations Andrea Cohen, Chief Operating Officer Peter Rossi and Corporate Assistant Lisa Vanat.

MEMBER INPUT – AGENDA ITEM #2
No members were present.

SAFETY DRILL – AGENDA ITEM #3
Varney identified many different types of plants and trees which can cause skin irritations and rashes such as poison ivy, poison oak, wild parsnip and others.  Varney advised to stay away from all of these plants. 

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 July 31, 2018. 
George Lague moved and Charlie Van Winkle seconded: That the minutes of the regular monthly Board of Directors meeting held on July 31, 2018 be approved.
The minutes were approved by unanimous vote.

CEO SEARCH AND SELECTION PROCESS  – AGENDA ITEM #5
Brown opened a discussion with board members about the onboarding process for incoming CEO Rebecca Towne.By unanimous vote, the Board entered into executive session to discuss personnel matters. The Board exited executive session.

2019 STRATEGIC PLAN – AGENDA ITEM #6
Staff presented the results of its work in planning to implement the five Key Focus Areas which the Board had identified for the 2019 Strategic Plan.  Staff shared the Key Performance Indicators (KPI’s) for each focus area and discussed the detailed strategies that were being considered to reach the KPIs.  Brown noted that under the process previously approved by the Board, the Board will be asked to approve the final Key Focus Area and KPIs but not the individual strategies, since these will likely evolve over time.  Discussion ensued and Board members provided feedback for staff to consider as they finalize the 2019 plan.  The final version will be presented for Board action at the September meeting. 

ENCORE – JERICHO BATTERY/SOLAR PROJECT – AGENDA ITEM #7
Carswell noted that these two solar projects were discussed in detail at the Power Supply and Operations Committee meeting held earlier in the morning.  The developer had proposed two net metering projects but is willing to enter into Purchase Power Agreements (PPAs) with VEC at prices that are substantially lower than the net metering rate.
Maroni moved and Ward seconded to approve the two PPAs as presented at the Power Supply & Operations Committee.
The motion passed by unanimous vote.

There was a break in the meeting at 1:50 p.m.
The meeting resumed at 2:10 p.m.

PENSION DOCUMENTATION APPROVAL  – AGENDA ITEM #8
Brown summarized the pension documents that need to be amended in order to implement terms agreed to in the recently-approved Collective Bargaining Agreement with the IBEW.  Directors asked questions about the details of the resolutions that are necessary to make these changes.    Discussion ensued about some of the specific language in the resolution which was prepared by the NRECA.  The language in the resolution indicated that the plan amendment may cause certain employees to receive a reduction in benefits.  Brown noted that this language seems to be a requirement under federal law (ERISA) and that, even though it is not called out in the resolution, there are also additional benefits provided as part of the IBEW agreement. 
Lague moved and Bailey seconded to approve the resolutions included on pages 25-44 of the Board packet.
The motion passed by unanimous vote.

NEWPORT WAREHOUSE UPDATE – AGENDA ITEM #9
By unanimous vote, the Board entered into executive session to discuss the Newport warehouse contract negotiations. 
The Board exited executive session.
Carswell noted that the consensus of the Board was that Varney should continue with the Newport warehouse negotiations as described in executive session.

MANAGERS’ REPORTS  – AGENDA ITEM #10
Brown noted that a long-standing parking lot item had been to ask NRECA speaker Jim Spiers to attend a Board meeting. A board member shared what Spiers spoke about in May of 2017 at a conference and noted that the topic has become less relevant over time. 
Maroni moved and Bailey seconded to remove the parking lot item.  
The motion passed by unanimous vote.
Brown also asked whether additional iPad training would be helpful for Board members.   Directors provided feedback on the pros and cons of the iPad for Board packets. Brown will consult with IT and follow up with a proposal at a future meeting.

MEMBER SURVEY REVIEW – AGENDA ITEM #11
Cohen presented the 2018 Member Survey results.  The results will now be posted on VEC’s website.  Extensive discussion ensued as to how VEC can best use the data to improve member service and communications.

ANY OTHER BUSINESS – AGENDA ITEM #12
A board member asked about Fall training.  Brown will research available courses and report back to the Board.

ADJOURN – AGENDA ITEM #13
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 4:00 p.m.