Approval of Minutes and Agenda Review President's Report

Approved 6/25/13
NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC.
Minutes of the Meeting of the Board of Directors
May 28, 2013
Pursuant to proper notice duly provided to all Directors, the regular meeting of the Directors of
the New Hampshire Electric Cooperative, Inc. (NHEC) was held May 28, 2013, at the
Cooperative’s Pemi Board Room in Plymouth, NH.
Directors present were Earl Hansen, Joan Aubrey, Charles Braxton, Kenneth Colburn, Sharon
Davis, Jerry Hopkins, Joseph Kwasnik, Georgie Thomas, Harry Viens, and Bruce Wiggett.
Others present were Fred Anderson, President/CEO; Jim Bakas, VP of Operations &
Engineering; Dena DeLucca, VP of Corporate & Member Services/CFO; Judy Gove, VP of
Business & Government Relations; Steve Kaminski, VP of Power Resources and Access; Mark
Dean, Attorney; Dan Cornelissen, Operations Manager; Jay Hutchison, Engineering Services
Manager; Jackie Thompson, Human Resources Manager; and Sharon Yeaton, Executive
Assistant (recording).
Chair Hansen called the meeting to order at 8:01 a.m.
Approval of Minutes and Agenda Review
The minutes of the Board Meeting of April 30, 2013, were reviewed. Upon motion of Mrs.
Davis, it was
VOTED: To adopt the minutes of the April 30, 2013, meeting of the Board of Directors as
presented.
Vote for the motion was unanimous.
The notes from the April 24, 2013, Strategic Planning meeting were reviewed and amended.
No changes were made to the agenda.
President’s Report
Mr. Anderson presented the President’s Report, reporting on:
• Safety, noting that there are no incidents to report to date for the month of May and Mr.
Bakas will discuss a couple of motor vehicle accidents that occurred in April.
Mr. Bakas discussed the two motor vehicle accidents. He advised that in working with
the Safety Department we are looking at adding safety performance coaching for
incidents that are not a direct violation of safety rules or procedures.
Mr. Anderson mentioned that we are on target to finalize the Safety Management Plan
and introduce it next month.
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• NHEC’s financial status, indicating that kWh sales year-to-date remain favorable
compared to budget and bottom line margins are about $1.2 million above budget.
• The election process and Annual Meeting, noting that ballots must be returned by June 5 th
and will be counted on June 6 th and the Annual Meeting is scheduled for June 11 th with
dinner at 5 p.m. followed by the business meeting at 6 p.m.
• Strategic Planning, noting that the next session is scheduled for 8 a.m. on June 13 th .
Mr. Anderson next presented 10-year service pins to Chuck Braxton, Sharon Davis, and Dave
Talbot.
Mr. Anderson mentioned that the Northeast Public Power Association Annual Conference will
be taking place during NHEC’s August Board meeting. He suggested that anyone attending the
conference could participate by phone for the Board meeting. This was agreed to.
Chair Hansen discussed the NRECA director training course that was supposed to take place at
the recent Northeast Association of Electric Cooperatives (NEAEC) meeting held in Fairlee, VT,
noting that the instructor did not make it to the meeting and has sent a note of apology, which
Chair Hansen read.
Messrs. Cornelissen and Hutchison joined the meeting at 8:16 a.m.
Mr. Anderson mentioned a presentation at the NEAEC meeting by Dave Hallquist, CEO at
Vermont Electric Cooperative (VEC), on two serious safety incidents they experienced last year.
Mr. Bakas discussed what he knew of the incidents and noted that a lot of the things NHEC does
as routine did not appear to take place at VEC.
Mr. Anderson noted that he meets with every new employee and the first conversation he has
with them is about taking that extra minute to make sure everything is safe before you act.
Engineering & Operations Committee
Mr. Bakas introduced Jay Hutchison, Engineering Services Manager and Dan Cornelissen,
Operations Manager.
Mr. Hutchison presented some electrical system background information, showed various types
of wire and equipment used on NHEC’s lines and addressed questions.
With regard to the Capital Construction Budget, Mr. Hutchison indicated that things are going
well and there are a number of projects in progress. He reviewed some of the larger projects,
including tie line projects, system improvement projects and substation upgrades and addressed
questions.
Messrs. Cornelissen and Hutchison left the meeting at 9:00 a.m.
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Director Compensation Study Committee
Committee Chair Davis discussed the director compensation information that was e-mailed to
directors and drew attention to the draft minutes of the May 23 rd Director Compensation Study
Committee meeting.
Upon motion of Mrs. Aubrey, seconded by Mr. Kwasnik, it was
VOTED: To approve the minutes of the May 23, 2013 Director Compensation Study
Committee meeting as presented.
Vote for the motion was unanimous.
Committee Chair Davis reviewed the details of the committee’s recommendation on director
compensation, which was previously provided by e-mail.
Chair Hansen thanked the Committee for their work.
Upon motion of Mr. Hansen, seconded by Mr. Braxton, it was
VOTED: That the Board of Directors adopts the changes to NHEC’s director compensation as
presented.
Mr. Colburn also thanked the committee for their efforts and asked if other compensation, such
as insurance, came up in the Association of Large Distribution Cooperatives survey.
Mrs. Aubrey replied that a few of the co-ops did provide this, but the Committee didn’t feel it
was something NHEC needed to address.
Mr. Colburn asked what impact the proposed compensation changes would have to the budget.
Mr. Anderson replied that it is in the upper $20,000 to $30,000 range.
Vote for the motion was unanimous.
Committee Chair Davis next reviewed the proposed changes to Board Policy B-9, Board of
Director’s Stipends and Expenses.
Upon motion of Mr. Hansen, seconded by Mr. Colburn, it was,
VOTED: That the Board of Directors adopts the changes to Board Policy B-9, Board of
Director’s Stipends and Expenses, as presented.
Vote for the motion was unanimous.
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Corporate Services Committee
Committee Chair Davis noted that the Corporate Services Committee has not met since the last
Board meeting and the next meeting is scheduled for July 25 th .
Member Solutions Committee
Committee Chair Wiggett asked Mrs. Gove to report on her trip to Washington, DC last month
for the NRECA Legislative Conference.
Mrs. Gove discussed the NRECA Legislative Conference, noting that the structure of the
meeting was changed this year and included more informational sessions for attendees. She also
noted that NRECA’s new CEO, Jo Ann Emerson, held town hall meetings where attendees could
ask her any questions they had.
Mrs. Gove next discussed meetings with staffers of NH’s Congressional delegation, noting that
one topic discussed was the Department of Energy (DOE) efficiency standards for water heaters,
requiring 200% efficiency for large capacity water heaters over 55 gallons. This would eliminate
electric resistance water heaters over 55 gallons and impact demand response programs.
Mr. Colburn asked if NHEC is still doing a demand response water heater program.
Mrs. Gove replied that we are and that there are about 6,000 water heaters currently on that
program.
Mrs. Gove and Attorney Dean next addressed questions on Renewable Portfolio Standards (RPS)
and Regional Greenhouse Gas Initiative (RGGI) legislation.
Power Resources Committee
Mr. Kaminski advised that he provided a detailed written report in this month’s Board Report.
Messrs. Kaminski and Dean gave an update on Concord Steam.
Attorney’s Report
Attorney Dean reported on a call he had with the Attorney General on the subject of smart
meters. He also discussed contact he had from the New Hampshire Public Utilities Commission
(NHPUC), advising that it has been eight years since they have revisited the 300 rules and they
will be reviewing these. Attorney Dean noted that there are only a few of the 300 rules that
apply to NHEC and we have taken the position on the other rules that the NHPUC doesn’t have
jurisdiction, but when it has made sense we have provided information.
Audit Committee
Chair Hansen asked if there were any questions to be addressed under the Audit Committee and
none were posed.
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Board Policy Revisions
Mr. Braxton drew attention to the proposed revisions to Board Policy B-5, General Counsel
Functions, Attachment #12, in the Board packet.
Upon motion of Mr. Hansen, seconded by Mr. Colburn, it was
VOTED: That the Board of Directors adopts the changes to Board Policy B-5, General
Counsel Functions, as presented.
Vote for the motion was unanimous.
Board General Session
Board Tracking Report
No changes were made to the Board Tracking Report.
Committee Meetings
The following committee meetings are currently scheduled:
• Corporate Services Committee Meeting – July 25 th at 10:00 a.m.
• Audit Committee Meeting – July 30 th at 8:00 a.m.
NHEC Foundation Report
Chair Hansen stated that the NHEC Foundation has not met since the last NHEC Board meeting
and there are no items to report.
NRCO Report
Chair Hansen indicated that the National Renewables Cooperative Organization (NRCO) will
meet by telephone on Friday, May 31 st .
Expense Reports
Chair Hansen noted that expense reports were circulated for review.
Executive Session
Upon motion of Mr. Hansen, seconded by Mrs. Thomas, it was
VOTED: That the Board of Directors move into Executive Session for the purpose of
discussing personnel and contract related matters.
Vote for the motion was unanimous and the Board moved into Executive Session at 9:45 a.m.
Staff, with the exception of Mr. Anderson, left the meeting at this time.
Mr. Anderson left the meeting at 9:54 a.m.
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Mr. Anderson and Mrs. Yeaton rejoined the meeting at 9:56 a.m. and Mrs. Thompson joined at
this time.
Upon motion of Mr. Hansen, seconded by Mrs. Thomas, it was
VOTED: That the Board of Directors move out of Executive Session.
Vote for the motion was unanimous and the Board moved out of Executive Session at 10:13 a.m.
Upon motion of Mr. Braxton, seconded by Mr. Hopkins, it was
VOTED: To instruct the Board Chair to enter into the engagement letter with General Counsel,
Mark Dean, as discussed in Executive Session.
Vote for the motion was unanimous.
Mr. Anderson discussed a conflict with the date of the Strategic Planning Session scheduled for
October 24 th . It was agreed to move the session to September 24 th , following the regular Board
meeting.
Adjournment
Chair Hansen adjourned the meeting at 10:14 a.m.
A TRUE COPY ATTEST:
___________________________
Charles R. Braxton, Secretary
__________________________________
Earl F. Hansen, Chair of the Board
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