Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
JANUARY 30, 2018

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), Rich Westman, Mark Woodward (Secretary), Tom Bailey, George Lague (First Vice President), and  Paul Lambert.  Also present from VEC was CEO Christine Hallquist, Safety & Security Manager John Varney, Chief Financial Officer Mike Bursell, Manager of Community Affairs and Member Relations Andrea Cohen, Chief Operations Officer Peter Rossi, and General Counsel Vickie Brown.

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

SAFETY DRILL – AGENDA ITEM #3
Varney provided safety tips associated with risks posed by Valentine’s Day and provided a handout promoting “heart-healthy” tips.

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 December 29, 2017. 
Bailey moved and Woodward seconded:
That the minutes of the regular monthly Board of Directors meeting held on December 29, 2017 be approved.
There was a suggestion to replace first names of directors with their last names.
The motion passed by unanimous vote and the minutes were approved as amended.

EXECUTIVE SESSION -- AGENDA ITEM #5
Carswell suggested that the Board go into executive session to discuss Board norms.   The Board entered into executive session at 12:05
By unanimous consent the Board exited executive session at 12:30.

REPORTFROM NRECA REP. BARRY BERNSTEIN – AGENDA ITEM #6
Washington Electric Co-op Board president Barry Bernstein joined the meeting. Bernstein noted that he was elected jointly by Washington Electric Co-op and VEC to fill the unexpired term as representative from Vermont to the NRECA.  (This term was previously held by Michelle DaVia.)  He attended a recent week-long series of NRECA board meetings and also rotated around among different committees to learn about the work of the NRECA.  He noted that there was a discussion about not having any further regional meetings in Burlington, and he will oppose that decision.   He provided additional information to the Board of his observations about the NRECA and its policies.  His general observation is that there is a great diversity of views among the 47 NRECA board members.  He will provide periodic reports to the VEC Board.  He took feedback from the Board as to the quality of the training and services provided by NRECA. 

There was a break in the meeting at 1:10 p.m.

Bernstein and Goggin left the meeting.

CEO YEAR-END REVIEW - AGENDA ITEM #7
Bailey moved and Maroni seconded to enter into executive session to discuss the CEO’s annual performance appraisal.  The Board entered executive session at 1:20 p.m.
VEC staff except for Hallquist left the room.
By unanimous consent, the Board exited executive session at 3:00 p.m. 
VEC re-joined the meeting.
Rich Westman left the meeting.
Maroni moved and Bailey seconded to use the comments contained in the BoardSource evaluation at pages 27-29 to develop the CEO’s goals for 2018 for further consideration at the February Board meeting.
The motion passed by unanimous vote.

STRATEGIC PLANNING – AGENDA ITEM #8
Amanda Zay joined the meeting.  She provided an overview of the strategic planning activities the Board has undertaken in the past three years, including the results of SWOT (strengths, weaknesses, opportunities and threats) exercises and brainstorming sessions.  She also noted that the Board had heard from numerous guest speakers on strategic topics. 
The Board then engaged in an exercise of envisioning what VEC will look like in three to five years.   Zay will compile all the ideas and group them into themes for further consideration by the Board in developing key focus areas for 2019.
Zay left the meeting.

ANY OTHER BUSINESS – AGENDA ITEM #9 
Ward moved and Lague seconded to have the 2019 annual meeting at Jay Peak on a Saturday in May to be identified. 
Hallquist noted that as part of other business at the end of each meeting, the Board would like to review whether there were items identified to be added to the parking lot for follow up.  Hallquist asked to add a task for her to schedule a meeting with between the VEC and WEC directors in March.

ADJOURN – AGENDA ITEM #10
There being no further business before the meeting, Ward moved and Bailey seconded that the meeting be adjourned.
The motion carried unanimously.
The meeting adjourned at 4:02 p.m.