Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

APRIL 30, 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 Rich Goggin, Ken Hoeppner, Carol Maroni (Second Vice President), John Ward (Treasurer), Mark Woodward (Secretary), Paul Lambert and Rich Westman.  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 and Corporate Assistant Lisa Vanat.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney shared a recent personal experience where he lifted many 50 pound bags of pellets by himself.  He followed the lifting with barn chores.  In addition to having a sore back from all the lifting, he proceeded to slip in some hay and landed in llama droppings.  His message was to look at the path you are taking with the actions you are taking and to slow down.

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 26, 2018. 

Maroni moved and Woodward seconded:

That the minutes of the regular monthly Board of Directors meeting held on March 26, 2018 be approved.

The minutes were approved by unanimous vote.

APPROVE IRS FORM 990 -- AGENDA ITEM #5

Bursell reviewed details of the form, noting there will be a few non-material revisions to some of the schedules. 

Ward moved and Maroni seconded to accept IRS Form 990 for filing with the IRS. 

Further discussion about details of Form 990 ensued. 

The motion passed by unanimous vote.

FOLLOW-UP FROM GOVERNANCE COMMITTEE MEETING RE CEO SEARCH AND SELECTION PROCESS – AGENDA ITEM #6

There was a general consensus that the Board is in agreement with the search and selection process proposed by management and reviewed by the Governance Committee.  There was discussion about the compensation range for the new CEO.  It was noted that the Chair will need to appoint members of a search committee, which under Policy 7 consists of the Chair and three directors.  Carswell asked that individuals willing to make the time commitment to serve should contact him. The Board will confirm the Chair’s appointment next month.

Maroni moved and Goggin seconded to go into executive session to discuss a personnel matter concerning executive compensation. 

By unanimous vote, the Board entered into executive session.

By unanimous vote, the Board exited executive session. 

Maroni moved and Westman seconded that the Interim-CEO, Vickie Brown, shall be paid an additional monthly stipend of $6,000.00 and the Board will consider additional compensation for the other members of the senior management team upon hiring the new CEO. 

Motion passed by unanimous vote. 

VEIC PRESENTATION ON ELECTRIC VEHICLES – AGENDA ITEM #7

Dave Roberts and Jennifer Wallace-Brodeur from VEIC joined the meeting to do a presentation on electric vehicles. 

Tucker Williams, Jake Brown, Lisa Morris, Cyril Brunner and Dave Lahar joined the meeting for the presentation. 

The presentation was followed by a question and answer session.  There was also extensive discussion regarding the pros and cons of VEC sponsoring charging stations.

There was a break in the meeting at 1:45 p.m.

The meeting resumed at 2:00 p.m.

DISCUSSION OF INFORMATION REQUESTED ABOUT VEC’S COMMUNITY SOLAR PROGRAM – AGENDA ITEM #9

This item was moved up on the agenda.  A board member asked questions about the financial benefits of the Community Solar Program to VEC and to members.  Bursell and Cohen gave a general overview of the program and compared the program to traditional net metering.  A key feature of VEC’s program is that it lacks any subsidy between members.  Discussion ensued. 

STRATEGIC PLANNING – AGENDA ITEM #8

Brown noted that the senior leadership team had summarized the results of the Board’s strategic planning brainstorming and asked whether the Board agreed that the summary accurately reflected their views.  She noted that the next step is to turn the brainstorm results into the 2019 key focus areas prior to the staff offsite planning day.  Brown noted that staff would provide a draft for the Board’s review in May, and then VEC staff would develop strategies and key performance indicators.

A director suggested that the core competence entitled “Member Focus” should be  broadened to include “Engagement.”

MANAGERS’ REPORTS- AGENDA ITEM #10

This agenda item was skipped.

COMMITTEE REPORTS– AGENDA ITEM #11

Hoeppner noted that the Governance Committee had met in the morning and there were several recommendations for the Board to consider.  First, the Committee recommended approval of a new bullying policy.

Hoeppner moved and Maroni seconded to approve the bullying policy developed by the Governance Committee.

The motion passed by unanimous vote.

Brown noted that the Committee recommended a series of revisions to various VEC policies, and walked the Board through those changes, which are as follows: 

  • Revise the Statement of CEO Qualifications attached to Policy BOD-7 to clarify the CEO’s role as spokesperson for the Board.
  • Revise Policy BOD-4, Conflict of Interest, to clarify a reference to the Form 990.
  • Revise Policy BOD.13, Unlawful Harassment, to reflect changes recommended by attorney Jeff Nelson.
  • Revise Preamble to Policies

Hoeppner moved and Woodward seconded to approve the policy changes.

The motion passed by unanimous vote.

Richard Westman left the meeting at 3:30 p.m.

ANY OTHER BUSINESS– AGENDA ITEM #12

A Board member attended a recent meeting at the Town of Glover.  They inquired as to whether they can consolidate their 13 different accounts.  Cohen will reach out to the town.

There was a discussion as to larger members managing their own efficiency dollars rather than send them to Efficiency Vermont. There was further discussion about some of the ideas shared at the joint VEC-WEC meeting.

Ward moved and Goggin seconded to schedule next year’s Annual Meeting for Saturday, May 11, 2019 at Jay Peak Resort.  

The motion passed by unanimous vote.

ADJOURN – AGENDA ITEM #13

There being no further business before the meeting,

Ward moved and Woodward seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 3:50 p.m.