Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

November 26, 2019

APPROVED MINUTES

CALL TO ORDER – AGENDA ITEM #1

President Rich Goggin called the meeting to order at 12:01 p.m. in the Robert P. Northrop Boardroom at VEC offices in Johnson, Vermont.  Present were Directors Ken Hoeppner, Carol Maroni (Second Vice President), George Lague, Charlie Van Winkle, Don Worth, Paul Lambert (First Vice President), John Ward (Treasurer), Tom Bailey, and Jody Dunklee.  Also present from VEC were Chief Financial Officer Mike Bursell, and Chief Operations Officer Peter Rossi, and Manager of Government Affairs and Member Relations Andrea Cohen.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY MINUTE – AGENDA ITEM #3

George Lague summarized a recent hunting incident where his cross bow blew apart, reminding everyone to always point weapons away from oneself. He also shared the recommendation to check car brakes periodically even if they seem fine, as his were found to be worn out at a recent inspection.  Peter Rossi will do safety minute next month.

APPROVE 10/29/19 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 October 29, 2019. 

Worth moved and Lague seconded:

That the minutes of the regular monthly Board of Directors meeting held on October 29, 2019 be approved.

The minutes were approved by unanimous vote.

CAPITAL BUDGET -- AGENDA ITEM #5

Cyril Brunner joined the meeting.  He led a presentation reviewing the capital projects that were completed in 2019 and then summarizing key projects planned for 2020.  There were numerous questions from directors throughout his presentation. There was a discussion as to how different projects were prioritized.  Rossi noted that we have a robust screening/prioritizing process for larger projects based on a number of different criteria such as reliability, cost, regulatory requirements and input from field workers.

The capital budget proposed totaled $11.3 million and tracked the projections that VEC had included in the Integrated Resource Plan which it filed in July, 2019.  Bursell explained that this is the same number that was included in the financial plan that he presented to the Board in May.

Rich Westman joined the meeting at 12:40 via conference call.

Brunner walked through the 2020 projects in more detail with numerous questions from the Board.

Hoeppner moved and VanWinkle seconded to approve the $11.3 million capital budget for 2020 as included in the board packet and presented at the meeting.

The motion passed by unanimous vote.

Brunner left the meeting.

TRICK OR TREAT STORM REVIEW -- AGENDA ITEM #6

Rossi provided an overview of the Halloween storm recovery effort.  In magnitude the storm was comparable to Storm Bruce in 2018 (and was our third worst storm ever in terms of the number of outages) but the road issues caused by flooding presented the biggest challenge as our crews had trouble getting to some of the outages.  There was discussion as to the reasons for the number of broken poles.  Rossi shared a number of pictures showing the damages caused by fallen trees – often from outside our rights of way.

Discussion ensued as to the likelihood of reimbursement from FEMA.      Bursell noted that during his tenure we have received over $13 million in contributions from FEMA.  There was further discussion as to the workload associated with receiving FEMA support.                                                                                                     

There was a break in the meeting at 1:50 p.m.

            The meeting resumed at 2:10 p.m.

Goggin noted that the Board policy on committees requires that the President of the Board appoint the committee chairs with Board approval.  He proposed to keep the existing chairs in their role until annual meeting in May, i.e., Ward for Finance, Hoeppner for Governance, Maroni for Communications, and Lague for Power Supply and Operations.

Worth moved and Lambert seconded to accept these directors as committee chairs.  The motion passed by unanimous vote.

RATE CASE -- AGENDA ITEM #7

Bursell noted that FAQs were included in the packet for the Board’s use.  Directors agreed that these are helpful.  Further discussion ensued as to what is driving higher capacity costs.  Bursell explained that, unlike utilities in other New England states, VEC generally reaches peak usage in the night not the day.  Increasing solar production has moved the New England peak later in the day, when VEC’s share of the peak is larger than it had been when the peak was earlier.  Further discussion ensued as to some of the items included in the FAQs.

Goggin suggested that member feedback on the rate increase should be shared with Board members.  Cohen agreed she can summarize comments received for the Board.  Also the Board should feel free to forward any feedback they receive to her.

BOARD ASSESSMENT  – AGENDA ITEM #8

Bursell noted that there are three options available:  no assessment, assessment using the BoardSource tool, or assessment using the alternative tool that is used by VELCO.

Westman left the meeting.

Goggin asked whether the Board wanted to do an assessment at all at this time. After hearing opinions from directors, Goggin asked for a straw poll and a majority was in favor of doing an assessment.  He then asked about a preference for the tool and lengthy discussion ensued as to the best approach.  At the conclusion of that discussion, a majority expressed a preference for the VELCO tool over the BoardSource tool. 

Staff will facilitate an assessment using the VELCO tool with a goal to provide results in January, 2020.

REPORTS FROM ALBANY TRAINING – AGENDA ITEM #9

Goggin asked directors who attended the Albany NRECA training to report on what they learned of value to the other Board members.  Here are key points:

  • Some co-ops require that directors achieve co-op certification (requiring five courses) within a certain number of years of joining the Board.
  • The Board should set the “ends” to be achieved and management determines the “means” to achieve them.
  • Our Board operates in a highly ethical way compared to co-op board best practice.
  • Directors should listen to understand the viewpoints of other directors on their Board.
  • If an agenda item is being presented as an FYI rather than for a Board decision, we should look at the reason for including this item as part of the agenda.
  • Is there value in having a Board scorecard for each meeting?
  • Invite potential candidates to attend Board meeting or information session.
  • The Board should understand the hierarchy of the co-op’s governance documents, including the articles of incorporation.
  • Check representation/districting to make sure that the Board properly represents the membership.
  • The appendix to the training materials includes key governance policies, including some that we do not currently have. 

Hoeppner and Maroni will identify issues and potential new policies to recommend to the Governance Committee for further review.

 

MANAGERS’ REPORTS – AGENDA ITEM #10

Bursell noted that Rebecca has a schedule conflict for the February Board meeting and discussed options.  Goggin also noted that there is a desire to discuss the Board’s prior decision to move the meeting day to Mondays during the legislative session.  There was further discussion, and the consensus was to defer any decision as to moving meeting days pending further discussion. Goggin will speak with Rebecca separately regarding her schedule conflict in February.

A director asked for additional information as to some of the initiatives described in the Finance report.  A discussion ensued as to the level of detail that is appropriate for inclusion in the managers’ reports, since the Board had asked for more condensed reports.

Cohen noted that she will be prepared in December to propose a communications plan for 2020.  Goggin noted that the Communications Committee will meet prior to the Board meeting in December.

There were a number of additional questions on some of the details included in the managers’ reports.     

ANY OTHER BUSINESS – AGENDA ITEM #11

Goggin noted that he is working with Rebecca to put together the 2020 Board calendar.  He asked directors to send him any suggestions for discussion topics for Board meetings in the new year.  He will maintain a list and work topics in as needed.  He also asked for committee chairs to send their thoughts on committee meetings needed during 2020 to Rich and Rebecca.

A director asked as to the timetable for the CEO evaluation.  Goggin noted that we will begin the process in January.  Bursell noted that historically CEO raises have been approved retroactive to January 1.

ADJOURN -- AGENDA ITEM #12

Worth moved and Van Winkle seconded that the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:39.