Board Meeting Minutes

VERMONT ELECTRIC COOPERATIVE, INC.

REGULAR MEETING OF THE BOARD OF DIRECTORS

DECEMBER 20, 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), Mark Woodward (Secretary), George Lague (First Vice President), Charlie Van Winkle, Don Worth, Paul Lambert, Rich Goggin, Richard Westman, John Ward (Treasurer) and Tom Bailey.  Also present from VEC was CEO Rebecca Towne, General Counsel Vickie Brown, Chief Financial Officer Mike Bursell, Safety & Security Manager John Varney, and Manager of Government Affairs and Member Relations Andrea Cohen.

Warren Coleman and Amber Widmayer of MMR joined the meeting.

MEMBER INPUT – AGENDA ITEM #2

No members were present.

SAFETY DRILL – AGENDA ITEM #3

Varney shared several recommendations from the National Traffic Safety Council:  don’t get stressed out when traveling behind slow or erratic drivers, keep a safe distance, and watch for debris on the side of the road.

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 November 27, 2018. 

Lague moved and Hoeppner seconded:

That the minutes of the regular monthly Board of Directors meeting held on November 27, 2018 be approved.

The minutes were approved by unanimous vote.

LEGISLATIVE UPDATE WITH WARREN COLEMAN AND AMBER WIDMAYER – AGENDA ITEM #5

Cohen provided some background as to VEC’s approach to using a lobbyist.  She coordinates overall legislative strategy, based on policy set by the Board, and Coleman and his team serve as “boots on the ground” on a day-to-day basis at the legislature.  Cohen and others from VEC serve as witnesses before the legislature when needed.

Coleman highlighted the issues that will be focal points this year at the Statehouse, including weatherization funding, electric vehicle policy, and incentives for de-carbonization, including a cap and trade approach,

Regarding broadband, he noted that a draft DPS telecommunications plan recommends doing a feasibility study as to what it would take for the utilities to deploy broadband (Virginia model).  He thought it likely that a bill will be pushed to authorize this. 

He also noted that there are a number of reports being prepared by the Public Utility Commission and the Department of Public Service to be submitted to the legislature.  It is not clear at this time if these reports will result in legislative action.  Several directors asked for copies of these reports when they are available. 

There was a continued discussion in particular of the energy-related issues that are likely to be in play.

Coleman and Widmayer left the meeting

BANKING RESOLUTION  – AGENDA ITEM #6

Bursell explained that the banks required authorization to add Towne as a VEC employee with signature authority for the company.

Lague moved and Van Winkle seconded to approve the Banking Resolution as presented in the Board packet.

A director asked whether the changes proposed were limited to getting proper signatories authorized.  Bursell responded that there may be non-substantive changes to update the forms but the sole purpose was to update the signatories. 

The motion passed by unanimous vote.

2019 BOARD CALENDAR AND BOARD POLICY B1 REVIEW – AGENDA ITEM #7

Brown noted that management was recommending one change to Policy B1 to allow the review of Board policies to be done on a three-year basis, rather than every two years, as was discussed at the Board’s November meeting.  Hoeppner moved and Ward seconded to approve the change proposed to Policy B-1 which would place the policy review process on a three-year cycle, rather than a two-year cycle.

The motion passed by unanimous vote.

Towne introduced a proposed Board meeting calendar for 2019, noting that she took the suggestions that she had received last month and sketched out a proposal.  The goal was to recognize and respect the importance of the Board’s time and to ensure that time is spent appropriately on strategic issues.

There were several suggestions concerning the Board-CEO relationship, including having periodic check-ins throughout the year as to CEO performance; taking time in January to agree on the goals and expectations for the CEO; and getting feedback from Towne as to what she needs from the Board for support.  Discussion ensued. 

Towne suggested that the Board review the performance expectations that have been included in the past as part of the annual CEO evaluation.  Staff will bring this information forward for consideration in the January meeting.

There was a further discussion of the other milestones set forth in the draft calendar. 

There was a request to have a discussion about amending the bylaws to allow more flexibility for the time and day of the annual meeting.  Staff will suggest a bylaw change for consideration by the membership for 2019.

There was a discussion of review of Board attorney as required by policy.  That will be addressed as the Governance Committee undertakes its policy review. 

There was extensive discussion of how to incorporate more strategic discussion and planning into Board meetings, including beginning discussion of the 2020 strategic plan in March rather than April and to have initial discussion be facilitated.  There was further discussion as to the proper approach.

The consensus was try the 2019 calendar, with the one timing adjustment of strategic planning addressed above and then to make changes as needed throughout the year. 

There was a break in the meeting at 2:15 p.m.

The meeting resumed at 2:30 p.m.

Bob Stein, VEC’s Manager of IT, joined the meeting.

STRATEGIC DISCUSSION – DATA REVOLUTION ARTICLE – AGENDA ITEM @8

Towne kicked off the discussion by posing two questions to the Board – what are you seeing in data trends?  And what do you think the VEC should be paying attention to in terms of data? 

Carswell asked Stein to summarize the key data that VEC is currently collecting.  Stein noted that usage data has a lot of potential to tell us more about members’ needs and desires.  Data can answer a question, but we need to identify the question. 

There were numerous questions for staff about what data VEC currently collects and how that is used, for example to identify products of interest to customers, to design variable time of use rates, to help members manage their usage, and to build load at off-peak times.  There was further discussion of the type of information that might be useful to gather.    

MANAGERS’ REPORTS – AGENDA ITEM #9

There were a number of questions and responses about the details included in various managers’ reports. 

Craig Kieny joined the meeting.

A question was raised about the Dairy Air project and the value to VEC of entering into a settlement with the project proponent at this time, which would mitigate the financial impacts of the Dairy Air project on VEC members and also remove VEC as an intervenor in the CPG approval case before the PUC.  There was a discussion as to whether this would open the floodgates to further wind projects.  Brown noted that this was the only pending wind project on VEC’s system.  With regard to a concern as to how the settlement would be enforced, Brown noted that the settlement terms will become conditions of the Project’s Certificate of Public Good which the PUC can enforce. There was extensive discussion as to the pros and cons of this settlement.

Ward moved to table the discussion.  There was further discussion as to what it means to “table the discussion.”

Maroni moved to direct management to not enter into the settlement.  Worth seconded.

There was further discussion.

Ward again moved to table and Bailey seconded the motion.  There was additional discussion on what it meant to “table” the discussion.  The consensus understanding was that, if the discussion is tabled, management would be able to complete the settlement agreement under the authority that the Board has delegated to the CEO by policy.

The motion to table carried by majority vote with two nays.

ANY OTHER BUSINESS – AGENDA ITEM #10

Rossi advised the Board of a credible cybersecurity threat to a number of entities, including electric utilities.   VEC staff is working with a state-wide group to monitor the matter.  At this point there is no threat to VEC. 

ADJOURN – AGENDA ITEM #11

There being no further business before the meeting,

Westman moved and Lague seconded:

That the meeting be adjourned.

The motion carried unanimously.

The meeting adjourned at 4:40 p.m.