Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.
REGULAR MEETING OF THE BOARD OF DIRECTORS
APRIL 24, 2017

CALL TO ORDER – AGENDA ITEM #1
First Vice-President George Lague 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), and Tom Bailey Also present from VEC was CEO Christine Hallquist, Safety & Security Manager John Varney, Chief Operating Officer Peter Rossi, Manager of Government Affairs and Member Relations Andrea Cohen and Controller Caroline Mashia.

REVIEW BOARD OPERATING NORMS – AGENDA ITEM #2
Ward moved and Bailey seconded to go into executive session to discuss Board operating norms. VEC staff (except for Hallquist) left the room.

By unanimous consent the executive session ended at 12:20.
VEC staff re-joined the meeting.

SAFETY DRILL – AGENDA ITEM #3
Varney shared several amusing photos of safety shortcuts that people have tried. A director shared a caution about working around bodies of water in the early spring (falling in is cold!) and another director shared a story of a garage fire caused by welding sparks where all fire safety equipment malfunctioned and the garage was burnt down.

APPROVAL OF MINUTES – AGENDA ITEM #4
Vice President Lague asked if there were any additions or corrections to the minutes of the regular monthly Board of Directors meeting held on March 27, 2017.

Hoeppner moved and Goggin seconded:

That the minutes of the regular monthly Board of Directors meeting held on March 27, 2017 be approved.

Two changes were suggested: to remove a director’s name, per agreed-upon convention and to note that the decision to consult Board counsel as to conflict of interest issues was made by consensus of the Board.

The motion carried by unanimous vote and the minutes were approved as amended.

STRATEGIC PLANNING PROCESS – AGENDA ITEM #5
Hallquist noted that the packet included a timeline and flow chart showing the strategic planning process to be used by the Board and staff. She asked for formal approval.

A director asked about the proposal for the May meeting to establish key focus areas for 2018. Discussion ensued as to the relative roles of Board and staff in that process. The consensus of the Board was to revise the document to indicate that in May, the Board and staff will review and develop core competencies and key focus areas.

A director asked about the areas of strategic inquiry and whether these are set annually or whether then can change as circumstances change. Hallquist replied that as we learn from the experts who visit the Board or if something new comes up, we can revise these. Discussion ensued about the “Areas of Strategic Inquiry” identified on the flow chart.

Maroni moved and Woodward seconded to approve the planning process with the changes discussed. The motion passed by unanimous vote.

BOARD TRAINING BUDGET – AGENDA ITEM #6
Maroni opened the discussion by again sharing a memorandum that she had prepared showing a cost comparison of various training options, including bringing trainers to VEC.

Hallquist noted that she would bring a list of training options that the Board had previously consider to the May meeting, and the Board can prioritize them and select a topic for training at VEC in the fall. The Board can update the list year to year. Going forward, the plan would be to have fall and spring trainings here and offer training at the NEAEC regional meeting in spring. For trainings at VEC we will invite other coops.
A discussion ensued about how to ensure that training is made available to all directors over the course of a year. A director suggested that the Board could develop more detailed guidance on allocation of training dollars (particularly for travel) among board members. This should be discussed at a future Finance Committee meeting.

There was further discussion about the training budget for 2017 and what has been used year to date.

DISCUSSION OF CONFLICT OF INTEREST –AGENDA ITEM #7
Hallquist noted that Board Attorney Cahill provided an opinion letter concerning potential conflicts of interest on the part of the soon-to-be new Board member Paul Lambert because of his employment by VEIC. Board members offered a variety of opinions as to the potential problems arising from this relationship and the various ways that the Board and Lambert could address those problems. Extensive discussion ensued.

Vice-President George Lague called a break in the proceedings at 1:30 p.m.

The meeting resumed in the Robert P. Northrop Boardroom at 1:45 p.m.

By unanimous agreement, the Board entered executive session to consult with Board attorney Joe Cahill.

By unanimous agreement, the Board exited executive session at 2:45.

Hoeppner moved and Maroni seconded that the Chair appoint three board members to meet with Mr. Lambert regarding the concerns that have been raised about perceived conflicts of interest caused by his candidacy.

The motion passed by unanimous vote.

It was further agreed that the delegation should report to the full Board via telephone conference call as the substance of their discussion with Lambert. This is intended to be informational only, with no Board action taken.

Maroni, Hoeppner and Goggin volunteered to participate in the delegation. Woodward volunteered to be an alternate.

CEO SUMMARY & MANAGER REPORTS – AGENDA ITEM #8
Hallquist answered a number of questions about details in her report and in the financial services report.

Ward moved and Woodward seconded to approve the 2016 IRS Form 990, subject to final review by VEC’s auditors.

There were a number of questions about the 990 from the Board, which staff answered. Two changes were suggested to the supplemental information part of the form: to indicate that directors are required to sign VEC’s conflict of interest policy and to indicate that bylaws are available on the website for all members.

Maroni moved and Woodward seconded to enter executive session to discuss confidential employee information.

By unanimous agreement, the Board exited executive session.

Staff responded to a number of additional questions concerning information in the managers’ reports.

Lague called for a vote on the motion. The motion passed by unanimous vote.

ANY OTHER BUSINESS – AGENDA ITEM #11
There was no other business

ADJOURN OR RECESS – AGENDA ITEM #12
There being no further business before the meeting,

Maroni moved and Woodward seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 3:56 p.m.