Personnel/Administrative Affairs Committee

SPECIAL PERSONNEL/ADMINISTRATIVE AFFAIRS COMMITTEE DECEMBER 19, 2011 A special meeting of the Personnel/Administrative Affairs Committee was held on Monday, December 19, 2011, at 7:00 p.m. at the Nashua High School North Lecture Hall. Chairman Ben Clemons presided. Members of the Committee present: Alderman Arthur T. Craffey, Jr. Alderman Paul M. Chasse, Jr. (7:01 p.m.) Alderman June M. Caron Members Not in Attendance: Alderman Kathy Vitale, Vice Chairman Also in Attendance: Mayor Donnalee Lozeau Alderman-at-Large Brian S. McCarthy Alderman-at-Large Lori Wilshire Alderman-at-Large Barbara Pressly Alderman Mary Ann Melizzi-Golja Alderman Pressly I saw Alderman Chasse at City Hall. He is probably on his way. PUBLIC COMMENT - None COMMUNICATIONS MOTION BY ALDERMAN CRAFFEY THAT ALL COMMUNICATIONS BE ACCEPTED BY TITLE ONLY MOTION CARRIED From: Mayor Donnalee Lozeau Re: Pennichuck Board of Directors • Referred to Committee – 11/09/11 MOTION BY ALDERMAN CRAFFEY TO ACCEPT AND PLACE ON FILE MOTION CARRIED INTERVIEWS Chairman Clemons I will call up hopefully what will be the future board of directors and the Mayor. If you would all come forward and take seats at this time that would be great. Thank you all for joining us this evening. I’m sure this time of the year is a difficult time for everyone to get together never mind getting all of you in the same room at the same time. Hopefully that becomes easier as time goes on. Mayor I’m going to turn it over to you as is customary and allow you to say a few words and introduce everyone. Mayor Lozeau Thank you Mr. Chairman. I appreciate that. You look great. I am very please and honored to present to you 9 nominees for the Pennichuck Board of Directors for your consideration tonight. Let me just take a moment and tell you a little bit about the process, which got us to tonight. As many of you recall, when we started all of our work around Pennichuck and we got to the point talking about the board and what the board might look like, we sent out something to all of the communities that are served by Pennichuck Corporation; information about what we would be seeking in board of director members. We also put it out in the Nashua Telegraph, Special Personnel – 12/19/11 Page 2 we put it on the City website, and we put it in the Union Leader. I think there was an online location other than the City website, but either way, we got the information out and solicited people to apply to be on the board of directors. We received 52 applicants. Fifty of them by the deadline, two of them after the deadline. We put together a group of us that went through the applications that came in and the resumes and selected about 25 that we then presented to a first round interview team. That first round interview team consisted of Alderman Mark Cookson, City Counsel, James McNamee, and Mr. David Fredette, were on the first round interview team. I think I missed somebody because I think there were four members, but maybe it was three. Anyway that group then interviewed about 25 candidates over the course of seven days and presented for second round interviews about 16 candidates. Of those 16 candidates the second round interview team, which consisted of again Corporation Counsel so you had one of the members from the first team still there for continuity, myself, the board President, Brian McCarthy as well as Alderman Vitale from this committee, was able to participate at the suggestion I might add of Alderman Chasse who thought why don’t you have somebody from the Personnel/Administrative Affairs Committee on the interview team. I thought well that makes sense so that worked out very well. In that group of 16 we have decided and selected unanimously, as a group, the 9 that are before you here tonight. What you will find is a group that has quite an interesting skill set. We have a water and sewer superintendent, we have former elected officials, attorneys, we have an H.R. person, we have somebody that is well versed in the Right-to-Know Law, we have environmental and civil engineer, we have an attorney that has a business approach and also was a former elected official. We have a chief operating officer of a company who specializes particularly in customer service and business development, we have fields operations and construction procurement person, we have somebody familiar with utility regulation, and we have somebody that has owned and operated a small business who also happens to be a mechanical engineer. We really have, I think, quite a rich mix of people. There are 5 candidates from the City of Nashua as required in our Bylaws, a member from North Conway, a member from Windham, a member from Londonderry, a member from Amherst so we have a mix of areas as well. Now as you know our board Bylaws call for between 7 and 13 members on the Pennichuck board. I wanted to let you know that I have purposely left 3 open seats, and I wanted to explain that to the committee. If you add me into the mix that is 10. The remaining three seats, one of them as you know we agreed to accept a nominee from the Merrimack Valley Regional Water District and so that hasn’t happened yet, but I’m holding a seat to consider that person. One seat I thought would be really important for the board potentially sitting before you to be able to be around the board table grappling with the issues before them and say you know what we’re missing from the table, there is a particular discipline that should be here that is not here. I thought it was worthwhile to hang onto a spot for that purpose. The last position, it is not appropriate today, but it will be at some point in the near future, for us to look at the current board of directors of Pennichuck and see if there might be somebody on that board that would be appropriate and valuable to include with this new board. You can’t ask somebody like that today or consider anybody like that today because there is a clear conflict, but I think some time in the future it might be worth a look, and if not, it gives a second seat for the board to potentially look at and make suggestions on filling that seat. I thought I would point all of that out to you tonight. I’ve asked Mr. Chairman, if it is okay with you, if we could go around and have each one of them introduce themselves to the committee and tell you a little bit about themselves instead of me doing that. Special Personnel – 12/19/11 Page 3 Chairman Clemons Okay. Mayor Lozeau And I hope before the night is out you will see that not only are they as individuals strong people that I think will lead this board in the right direction, but I think that you will see the dynamic of the group being something that demonstrates that they really might be a great first start. Mr. Stanley if you wouldn’t mind. Pennichuck Board of Directors Preston J. Stanley, Nashua, NH I have been in Nashua since 1961. I spent 22 years of my life at Ingersoll Rand including machinery and several management jobs; assembly superintendent, machine shop superintendent, production manager, operations manager. I graduated from the University of Maine with a degree in Mechanical Engineering and a Masters in Business and Economics. I have owned a small business in Nashua for about 30 years. I also own a fair amount of property here in town. My burning desire is to see Pennichuck successful. That is why I applied for the job, and I want to see it work. I want to take my skills and make that work. Thank you. Chairman Clemons Thank you. Paul A. Indeglia, Amherst, NH I am a Civil and Environmental Engineer. I have degrees in Architecture, Environmental Science, and a PhD in Environmental Engineering Sciences from the University of Florida. I presently own a consulting engineering firm, Peak Development Consulting. I am also the CEO of an international non-profit organization that provides humanitarian assistance in water and sanitation presently in South and Central America. I relocated back to the area after being away for some 20-25 years, recently. My wife and I have recently been married, and I thought at this point in my life I was willing to give back to the community from which I came, and that is why I’m here today. Thank you. Chairman Clemons Thank you very much. Stephen D. Genest, Nashua, NH I have lived in Nashua since 1959 so I have a couple of years on Preston. My business experience is about 30 years. I started out in operations and then I moved quickly into human resources so I’m a human resources professional. I have worked at a few companies. I started out at the old Nashua Corporation when it was in its hay day, and currently work for a company up in Laconia, NH. My background besides human resources I have also done a lot of work in the area of safety and environmental work just kind of comes under the umbrella. My interest in joining the board is I used to do a lot of volunteerism in the community with sports years ago when my kids were growing up. They are now older, and I feel that this is an opportunity for me to come back and contribute to the City. Like most of the other people, I really would like to see this transition be very very Special Personnel – 12/19/11 Page 4 successful. I think we all want it to be a very successful endeavor and a smooth transition. I hope that my experiences in the business world would help to contribute to that success. Chairman Clemons Thank you. Elizabeth A. Dunn, Esquire, Windham, NH I am usually called Betty. I am here because I heard Mayor Lozeau speak to the Windham Board of Selectmen. I’m a resident of Windham, and heard about the proposed board of directors. I had been following at some level the process of the City’s acquisition of Pennichuck, and I have been highly involved in town affairs for many many years; Selectman, planning board, board of adjustment, school district moderator, historic district, and many other things for many different years, and every time I’ve done one of those things I’ve learned a lot, I have enjoyed it, and I have felt like I have been able to give back to the community in doing so. It has also made me aware of the Right-to-Know Law at an amazing level. Even in the things that I’m involved in that are not covered by the Right-to-Know Law I’m always going through that checklist in my head of is there something that should be public and how should we treat this so that we are in compliance with the law. I’m also a mostly retired attorney. My last job was at the Attorney General’s Office here in New Hampshire in doing investigations of public officials, attorneys, and many financial investigations, and so that is one of the reasons why I thought I could bring some of those skills to this board. Chairman Clemons Thank you. Jim McMahon, Nashua, NH Good evening. My wife and I live in Nashua, we have 4 kids. I grew up in Merrimack and have lived in Nashua now for 10 years. In between that time I was in college at Tufts University, spent a bit of time down in Virginia in graduate school for law and business and then worked a bit in the D.C. area, but then finally returned back to this part of the country and settled in Nashua. It has been 10 years now. I work for a company called Pace Global Consulting Group. We were actually just acquired last week by Siemens, which is a much larger company than Pace Global Consulting Group, which is only 200 people. But we focus on management consulting to the utility sector. I have a lot of experience in working with utilities in strategy, planning, risk management, just business process improvement in general, and understand very well the whole rate making process and specifically how it would apply in this case. I wanted to do this because I have been in Nashua now for 10 years and really haven’t had as much time as I probably have now to give back to the community and be more of an elemental part of it. Thank you. Chairman Clemons Thank you. Special Personnel – 12/19/11 Page 5 David P. Bernier, North Conway, NH Thank you. I was born and raised in Berlin, NH believe it or not. It was 4 degrees below there this morning. Right after high school I entered the Army and did a 4 year tour with the Army Corps of Engineers, and after completion of my tour I was asked to come back to Germany and become a government civilian and be in charge of a ski patrol, and I did that for several years. It was a wonderful job, but I realized that it wasn’t a way to make a living. I came back home and attended technical college and got a degree in water and wastewater management. I was hired by the Town of Gorham, and after two years I was hired as their superintendent and I ran the water and sewer department for 15 ½ years. Upon that job I was hired by the Town of Dartmouth to be there water superintendent, ad 8 months afterwards I was asked to be their public works director, and I filled the position as public works for another 4 ½ years before returning back to NH. I currently work and have been working for the North Conway Water Precinct. We are a water, sewer, and fire utility, and I have been doing that for the last 7 years. I have been a superintendent for 25 years in the water industry running publicly owner water systems and I have been in the business for 28 years now. I was asked by our Town Manager to consider putting my name into the hat, and I’m please to get this far. I’m looking forward to serving. I won’t get into what I will tell you I will do, but I will get into telling you what I won’t do, and what I won’t do is embarrass any of you or the City. The City is leveraging a lot of its public’s money to bond this endeavor and I have to commend all of you for getting this far in the process because it has been quite an undertaking. I will leave it at that. Thank you. Chairman Clemons Thank you. John D. McGrath, Londonderry, NH I have a degree in Civil and Environmental Engineer and I am a project manager for a general contractor in southern New Hampshire. The main focus of our work is water and waste water construction between renovation of treatment plants, pump stations, construction of new facilities, and with that experience I hope to bring to the board the ability to lend some information on the infrastructure of Pennichuck and look at ways that we can maintain it, improve it, and make it do exactly what the City and the customers need from it. I look forward to being a part of this undertaking, and I think the City is making an important step at this point to take control of its water and make sure it is available for the residents and customers. Chairman Clemons Thank you. Thomas J. Leonard, Esquire, Nashua, NH I go by Jay. I was born and brought up in Nashua. I brought my family up in the Nashua area; we have lived in Merrimack, Hollis, now we are back in Nashua. Nashua is home. I’m happy and proud to be part of Nashua. I have been lucky enough; I have a career that kind of had both business and legal experiences. I am a lawyer. I started out practicing law probably 30+ years ago. I was in private practice here in Nashua for a number of years, and my focus at that time was primarily real estate and business. From there I joined a group who owned and operated some small businesses in the area that involved recreation facilities in New England states. I participated in and became part of the operations of those small businesses. I feel like that was a very valuable experience. Special Personnel – 12/19/11 Page 6 Now I’m back in private practice. I represent small businesses and I look at my skill set if you will as kind of that generalist point of view. I’m not a scientist. I enjoy groups such as this. I love to hear from people and consider the different points of view so I’m hoping to give that kind of broader point of view and I’m very interested in a successful Pennichuck. I’ve known it all my life; I swam in the Pennichuck ponds, so I certainly look forward to the opportunity. Chairman Clemons Thank you. Jay Lustig, Nashua, NH I grew up in Massachusetts and moved to Nashua in 1984. I have lived in Westgate Village since 1985. I raised three kids here in Nashua. Started my career as a salesman selling packaging and shipping materials and stayed with the same company for 21 years. I had a few hundred different accounts that I maintained and serviced. Over the course of my 21 years there my theory was to maintain and build relationships. In 2001 I switched jobs and became a business development manager for Scientific Solutions, which is a small R & D firm here in Nashua at the airport. We predominantly do acoustic research for the Navy. Most of our work is in the water. We do marine mammal detection and we do terrorist swimmer detection. I became COO in 2009. I work with 20 assorted engineers whether mechanical, electrical, software, hardware. My point of wanting to do this was since my kids are out of school and I’m not involved in the PTOs and I’m not coaching anymore I thought there was some way I could give back to the City. Like I said to some of the Aldermen before the election, it was a great way to do it without having to run a campaign. I think what I bring is the relationship building. I think one of the important aspects of this is to build the confidence of our clients both the Board of Aldermen, City of Nashua, the constituents who are actually paying for the water. I think that is going to be real important as we get going. Chairman Clemons Thank you. I would recognize the fact that Alderman McCarthy and Alderman Melizzi-Golja joined us during the conversation. Mayor Lozeau Thank you Mr. Chairman. Just two things; with the help of Alderman McCarthy I recall that it was Mr. Marino that was also on the first round interview team so thank you. And then the second thing is I wanted to mention to the committee and the Aldermen that are here that all of the criminal and the background checks, education, everything that we had asked for has come back. I have given the Committee Clerk and the Chairman a copy of the letter from Chief Conley regarding that and also the letter from our H.R. Director regarding that. There is just one exception. Somehow Betty Dunn can’t seem to get a fingerprint that they can use. She three times has given a fingerprint so I don’t know if we should really be concerned, but we are working on how to make that happen. I thought I would call the Attorney General’s Office and ask them if there was something we needed to know. Alderman Chasse America’s Most Wanted? Special Personnel – 12/19/11 Page 7 Mayor Lozeau I don’t know. Probably not the poster child, but not to embarrass you Betty. I’m pretty confident that I’m sure we are going to get a record check that comes back to say the same as all of the others; no record. I just wanted to make sure the committee knew that exercise had been completed in essence. Chairman Clemons Great. Thank you very much. Alderman Pressly Have you set the terms yet? Mayor Lozeau I have. Alderman Pressly Oh. Chairman Clemons Alderman Chasse if you could read them? Alderman Chasse Mr. Bernier is a 3 year term, Ms. Dunn is a 2 year term, Mr. Genest is a 3 year term, Mr. Indeglia is a 2 year term, Mr. Leonard is a 3 year term, Mr. Lustig is a 1 year term, Mr. McGrath is a 1 year term, Mr. McMahon is a 2 year term, and Mr. Stanley is a 1 year term. Chairman Clemons Thank you. I’m going to at this point open up the floor to questions or comments from the committee or from those present. Alderman Chasse The Mayor did steal my opening lines. I said I looked at the 9 resumes that we have and it is very diversified from environmental engineers to lawyers to prosecutors to somebody with waste water treatment, somebody with human resource background so it is very diversified. I think usually I get involved in this kind of stuff; luckily I didn’t have to do it this time around. I think both committees went through and did a pretty good job and they came out with a very good group. I don’t plan on putting you through a third interview. I do enough of that. I feel that if you went through the first one and the second one, and this is where we end up with a product I am very confident that both those committees did a very fine job. Thank you. Alderman Pressly I have some, but I’m happy to defer to others on the committee. Special Personnel – 12/19/11 Page 8 Chairman Clemons Go ahead. Alderman Pressly First off I would like to say that I will not be voting tonight and not because I don’t think it is a wonderful panel, it is because I’m not a member of this committee so my silence is strictly because I have to be. This has been an amazing 10 year experience. I hope many of you have followed it and I assume that you have. It has had its ups and downs, it has been torturous. I even had my collar bone broken at a water meeting. I have given my bones to this project. It has really been interesting when we tried to mesh together the differences between a municipal system and a corporate system. It was really very difficult, and we didn’t all agree on a lot of things, but the one thing that we all did agree with and that I’m really please and I think needs to be stressed to you that the one basic municipal aspect that carried through is in fact the Right-to- Know Law, which might be a difficult thing for a lot of you if you have never served in public office. It is very difficult to realize that everything that you do the people have a right to see it and know it. I think it is fair to say that is the primary aspect of municipal governments that was carried over in the meshing of this system. There will be a lot of us looking to that. It means you have to announce every meeting that you have, you have to welcome the press, you have to welcome any of us that would like to sit in, any of us that would like to look at records within the company. It means that we have a right to do that as do all citizens have a right to do that. I think you also know this is a national interest, if any of you have been following it. When I first became involved 10 years ago I had the pleasure of being very involved with the citizens group that got out the vote. We formed a large group so I have gone to parts of the country and talked with other water people. Other communities are just amazed that we are trying to do this. It is quite a rare thing that has happened. I hope that you will treasure this job as much as I do and a lot of the members do. The one thing that we all sort of forgot about, which is ironic because the one thing that was so important to the people that were voting was the fact that we have watched as a community in horror over the years as the Pennichuck Corporation has developed the land that we thought was sacred to a pure and natural water system, and today we are relying most heavily on a filtration plant. I might let you know if you don’t that Manchester has not had to go into the Merrimack River for extra water because they protected their land, they increased their land to protect their water supply while we were and Pennichuck was selling it off. The difference is enormous today in both rates and where they get their water. The last time I checked, they have not ever had to go into the Merrimack River to supplement their natural water supply. We have had to do that for many years because of the land that was destroyed that provided natural filtration system. The part that we have all been so focused so much on the merging of the governance that we forgot about the environment. In fact, I have spoken with the City Attorney, I would like to have that be added, and he encouraged me to wait until after it is all set up. But we don’t have an environmental specialist in your group. I think that is a big loss because a lot of us are going to be watching very very closely how you treat the land that is left and what happens. If I were allowed to ask a question I would want to ask what would be some of your attitudes if there were the opportunity to restore some of the areas and see if we couldn’t replenish some of the parts of the land that have been destroyed. I know it can’t be done overnight, but a lot of us will be hoping that you will be very very careful with protecting the land that we have left, and there is some. That would be a question I would pose. I would also like to point out that someone in the audience was a major player also in the 10 year struggle and the citizens. We worked pretty hard; we got all of the people out to vote, stood at the landfill for every Special Personnel – 12/19/11 Page 9 Saturday morning to get the people out to vote to do this. There are many people all across the city that are thrilled that we are at this stage, and I hope that you do understand and respect that protection of the land was what really motivated us to vote. That is what I wanted to say. I don’t know if they could try to answer anything, but how do you feel about the land that is left? Would you ever try to, if you had the opportunity…I understand some people have been walking, I think unknown to local authorities, been walking some of the undeveloped land, and they have just discovered an Eagle’s nest. There are other things that are out there. A lot of us would like to see that the remaining land is really protected and valued and that nothing terribly destructive happens to it as it has in the past. If you would like to react that would be great. Chairman Clemons I will open it up to the future board if anyone would like to comment on that, and we will start with Mr. Stanley and work our way over. Preston J. Stanley I don’t think at this point we can do a lot of comment because I’m not personally privy to what land they own, where it is, and how it affects the watershed, but certainly we would not be opposed, I would not be opposed to protecting the watershed, that is why we came on the board. To give you specifics of how we would deal with that is pretty tough right here now. Paul A. Indeglia To add on to that I don’t think it is adverse to say that would look at opportunities to increase protections on the current land. We were not privileged to a lot of the information that was disclosed by Pennichuck. Presently we are not part of, as I understand it, part of the confidentiality agreement so many of the documents that were transferred for the purposes of the merger we have not reviewed yet. To like parrot why my colleague said, we would probably be in a large period of discovery once we are nominated to the position and start getting to work on it. I have done a considerable amount of work in the field of wetlands, wetland management… Alderman Pressly Oh good. Paul A. Indeglia …there are several fields of environmental engineering. I have been involved in water and like some of my colleagues, water and sanitation, but also the bugs and bunnies parts; going out and finding gopher, tortoises, and bald eagle’s nests. I’m encouraged to know that some of the land presently held by Pennichuck holds some of these wildlife issues. It is something I feel I can bring quite a bit to and make the public as well as the board here confident that they have a group of people that are concerned much as the public are about the land that is presently held by Pennichuck. Alderman Pressly Thank you. Stephen D. Genest, I probably won’t add as much as you just shared, but I think one of the things besides trying to help the Special Personnel – 12/19/11 Page 10 business run as an excellent business, I think there is a certain degree of stewardship that goes along with the acquisition and the responsibility to protect the resources that we currently have, and if in the future there is an opportunity it is something that we would certainly consider, I would certainly consider. I do think there is a certain level of responsibility to protect and preserve. Elizabeth A. Dunn It seems if we are going to be protecting the source of the water so yes I would be very concerned about that. One thing I forgot to mention before was I live in Windham on Canobie Lake in an area which is served by Pennichuck Corporation so that fulfills one of the requirements that has been riding all along. But also I’m a member of the board of directors of the Canobie Lake Association and Canobie Lake you may or may not know is the drinking water supply for Salem. I have been involved in, just this past summer, having a study of the definition and the attributes of the watershed on Canobie Lake so that we can work towards protection of that watershed. There is another pond in town, Cobbetts Pond that you may see right on Exit 3 at 93, there is that pond there, which has significant problems and has instituted a watershed protection ordinance for that because they have had tremendous water quality problems. Through that process I have learned a lot about what can be done even in developed areas; best management practices that can help to preserve the water quality and certainly preservation of the land as it is is one of those things, but even in road construction or home construction there are practices that you can do that help protect the water quality. Jim McMahon I think land preservation should be one of the goals of the corporation, and I think that, at least personally, I will press the management team to develop a resource plan that is long-term in nature, has a good perspective on how supply and demand can move and get out of balance potentially, but also adhere to that vision or that set of objectives that may require at times to maybe not do the least cost solution, but something that protects the environment if that is one of our stated goals. David P. Bernier The watershed land is sacred and as a board member I would never vote to dispose part or parcel of any watershed land. I think we should also look into where we would be able to acquire land if it is affordable to increase our hold in protecting the watershed, and where we can’t afford to do it by part and parcel, there are other means and methods where we can control what happens in the watershed, and that is in by part acquiring conservation easements where the current property owners have a huge tax incentive through the Federal Government in being able to put their land into conservation whereas the conservation is sold to Pennichuck perpetually for the protection of the aquifer and the water source. I would advocate for that strongly. John D. McGrath A major part of the City’s drive and force to take over the operation of Pennichuck is to protect the source of the water obviously, and as the others have said, protection of that watershed is very important, and that is the source of the water. We need to protect it and we need to take the steps necessary to do so. I think collectively with everyone here and working with the management team I think that is certainly priority 1, and we need to look towards taking care of that. Thomas J. Leonard, Esquire I certainly would agree. As part of the whole interview process, we had long discussions on this same subject so I think probably everybody on this board is very strong from the point of view of protecting the watershed. Special Personnel – 12/19/11 Page 11 One of the things that I think is interesting about the watershed is that the definition has changed over time. We, as a board, looking to establish the Pennichuck as an institution need to be conservative and understand that watershed; once you give it away it is difficult to get it back. I certainly agree. Jay Lustig I think it is unanimous. I know as I was reading through the requirements and what the City’s objective was in taking control of Pennichuck, I can’t speak for everyone, but I can make a pretty darn good guess that none of us would be sitting here if we were opposed to what the City wanted to do. In the course of working with the Navy in some of the locations we operated, we have had to work with national marine fisheries and pull environmental assessments. It is critical that we maintain that. Alderman Pressly Those were wonderful answers. I gather you did discuss it at the interviews. There are great ideas and clearly you have given some thought to it so I thank you very much for responding. Chairman Clemons Are you all set Alderman Pressly? Alderman Pressly I’m all set. Chairman Clemons Okay. Is there anyone else that would like questions, comments? Alderman Craffey Thank you. Mine is more or less assuming that you all get nominated and you are all brought up to speed on where Pennichuck is and you have all been brief in on all of the confidential information, what do you see as one of the first orders of business? One of the first orders of business that I see is hiring of a CEO. We are going to have an interim to start with who is going to help guide you through your roles and responsibilities as a board of directors, but he is only interim. What I’m looking for is what do you think your role is going to be on hiring a new CEO and where do you think you should be going? As this is brand new, this is something that has never been done before so you guys are going to be setting the bar for your board coming in and those who follow. I’m not looking to pin anybody down? I’m just looking to pin anybody down; I just want to get some idea of, as a board, where do you think you are going to be going? Jay Lustig Again, we don’t know what we don’t know at this point so I think we’re going to have to take a lot of input from whomever is the temporary CEO and then we start to learn about how other water companies operate. I have read that Louisville has somewhat of a similar operation, and the more detail we get about how water companies are operated I think then we can make a better decision of what type of a CEO to look for. Thomas J. Leonard, Esquire As far as the first order of business, I think the transition is going to be difficult, and I look forward to working with this group because it is such a diverse group and we are going to get so many different points of view. Special Personnel – 12/19/11 Page 12 That is the way you make a transition work, you understand all of the different points of view, you listen, and you move forward deliberately and carefully. The same thing is true with picking a CEO. As Jay just said, we don’t really know what is in place, we haven’t had the chance to meet the present staff, and we don’t know what the needs are. We’re going to be learning a lot and hopefully we each help each other understanding the different possibilities and opportunities. I look forward to it. I think it is going to be a process, and I think we have to be just diligent and careful in our effort. I have every confidence that we will be able to do a good job. John D. McGrath I think priority 1 is making sure that the ship is ready and it is headed in the right direction; it is going down the road that the City is looking for in this acquisition, and when we get to the point that we are looking for the permanent CEO a broad net should be cast, we should be looking at the people currently at Pennichuck; is there somebody there that is the right person, are there other industry professionals that we could bring on that would lend their expertise. I think it is a decision that we should take our time with and make sure that we do bring in the right candidate and don’t rush to a decision just to bring in the permanent CEO because it is somebody who will play a very key role in the company going forward. I think a lot of time and effort needs to be put into that. David P. Bernier I will attempt to answer the question a little differently. I would think we would need to hire and consider hiring someone who has a very strong and proven background in being able to run a company successfully and deliver a product at the least possible cost to its constituents. I think that is very important. People are expecting rate stabilization and they are expecting that we will continue to deliver the great product that Pennichuck has been continuing to deliver year in and day out. I would also expect that person to operate and run, as a Chief Executive Officer, in the utmost transparency because we need to gain the public’s trust in what we are doing. I think that is very important. I think that is critical. I wouldn’t want to consider anybody that is used to back room antics or politics or anything of that nature. I think we need to gain the public’s trust and a person who can exemplify those attributes would be the right candidate in my opinion. Jim McMahon I think that is a really good answer. I maybe want to add to that or modify it to some extent; I think we as a board need to create a criteria for what that management needs to look like in terms of the type of vision that they would have that is consistent with how we look at this utility. Right now we sit here and we have talked generally about watershed and some of our ideas about how this utility would be run, but I think this board will get together and talk more concrete details, and in that process develop a set of skills that would be required from the leader, the CEO. That is how I would go about that process, and I think consistent with your comment David about those types of skills, I would completely agree with and I’m sure there are many others that we as a group would think were important. Elizabeth A. Dunn It seems that writing a job description for this is going to be a task because it isn’t just pumping water out of the ground and putting it into the pipes, there is all of the other corporate structure and the other divisions that a CEO would have to have expertise on. I think that we can look to the interim person, we can look to what had been on paper in the past at least in theory, and we can look at what in our collective experience we have seen on job descriptions for CEOs of corporations. Special Personnel – 12/19/11 Page 13 All of this in light of the fact that this is a unique situation in that where else is there the single stockholder being a City, and that is a very different attitude from the average corporation. It is going to have to be somebody with an open mind and willingness to think outside the box. Stephen D. Genest It gets harder and harder as you get near the end of the line. Alderman Craffey Now you know what Mr. Lustig went through. Stephen D. Genest I would agree with everything that has been said. I guess I would add for the sake of brevity, I would say that I think we have to probably perhaps one of our tasks would be to kind of come up with a strategic direction that we’re looking for the business to go in and for us to support, and then I think we would have to come up with a job description. It is a unique position, unlike others that you might advertise for in the business world, but I do think you are going to need someone that has a very strong business background; they are running a large company, and you are going to need someone that cares about environment, cares about water, cares about civic responsibility so there are a lot of things that would be pretty unique about the position. I think we will have to put our minds together and work on that. Paul A. Indeglia Alderman I think I heard two questions from you; what are we going to do about a new CEO and then the other one is the first orders of business, and I think my colleagues have addressed the CEO. We have many people on the board here who’ve got extensive business experience. I think they are going to direct us in that respect very well. The first thing I think we need to do is get to know each other. I haven’t met any of the folks here on this board previously. I certainly haven’t met many of you before. I know some of you guys have met one another before and have served in capacities in the public. I think that is one of the first things that we are going to need to do is figure out how to work together. We are going to want to establish some long- term goals for what the utility will accomplish over the years. I understand that there is a labor contract coming up in 2013. Fortunately we have somebody very experienced in human resources of the nominees, which I think is a fantastic asset. We need to establish some work groups to figure out what needs to be done and how to accomplish those. Obviously there are a lot of documents that we are going to need to review to see how they have run in the past and what their plans were for the upcoming years. I think we have a model that we can look at and modify as we see fit. I would like to be able to meet with the public and let them know that we are here for them to serve them. I would also like to meet the current work staff of about 100 folks who work for Pennichuck presently to reassure them that we want them to keep doing what they have been doing and providing good service. One of my specialties is sustainability not only environmental sustainability but economic sustainability. I look for ways to improve efficiency in providing water and running the company. Those would be the areas where I think we would need to start. It is a sizable list and could go on and on and on, that is just what I had the opportunity to write down while my colleagues were commenting. As you see there is quite a bit to do. Preston J. Stanley There is not much I can add to this distinguished group, but there are a couple of things. We have an interim Special Personnel – 12/19/11 Page 14 CEO that is supposed to be guiding us into the start of this. We’ve also got to look at the 3 or 4 other people that are running the business, running parts of the business; look at their strengths and weaknesses and balance those with who we are going to pick to run the thing ultimately down the road. I think we have a ways to go before we can make any kind of decision for you at this point in time. That is all I have to add. Chairman Clemons Thank you very much. Alderman Craffey did you have anything further? Alderman Craffey Yes. I just wanted a thought process to see how you guys were going to act together and work together so it was more of a loaded question than anything else. You all did very well. Thank you very much for your answers and your honesty and brevity. Mayor your committee did a great job. Mayor Lozeau Thank you. Alderman Craffey I see this is going to be a great working group together. I’m glad to support their nominations. Thank you. Alderman McCarthy I just wanted to comment; Alderman Pressly had brought up the Right-to-Know Law, and when we did the second round of interviews one of the questions that we did ask everybody who is here was on how the Right- to-Know Law effected both the board of directors and the operation of the company itself so they are all very well versed in the likely onslaught of Right-to-Know Law requests when we take over the company. Alderman Wilshire I too, like Alderman Pressly, am not on this committee, but I wanted to have an opportunity tonight to listen. I like what I have heard, and I’m very impressed with the slate that the Mayor has brought before us. Thank you for your willingness to do this. Thank you. Chairman Clemons I myself was very impressed reading the biographies that the Mayor has handed out to us, which unfortunately are in my Fiancé’s car in Lowell right now. I was very impressed and I have to agree with my colleagues that you did an excellent job with the candidates that are before us Mayor. What I have read in there has come through this evening and actually then some. Coming into this, just so that you understand what my perspective was when I first got onto the Board of Aldermen was I was completely against the City taking over this entity. When I looked at it I said well you know they have been running it for 100 years and they have done a pretty good job and it is a shame about the watershed, but it is what it is. As I came through and the idea of rather taking this over instead of just taking over the Pennichuck Water Works portion of it, but instead taking over the entire company and running this as a private utility, as that idea became more and more to fruition as the way to go both from an economic standpoint in that it would be cheaper for the City and also more efficient to run as an entity, I became sold on the idea of having a board, having a group of people like yourselves running this. To me this is, as was stated earlier this evening, this is a completely unique situation in the United States. I think it sets the bar very high for other states and other Special Personnel – 12/19/11 Page 15 municipalities that are going to want to look to do something like this in the future. It is a very unique opportunity to show the state, other municipalities, and really the country that it can be done and it can be done well. Not to put the pressure on you, but everybody is watching. But I think we’ve got a great group to do that task. Often times it has been said that it might make sense to roll this into the municipality; if it is possible in the future make it a City entity and do away with the private side of it. My honest hope is that we get to a point where that may be possible and we decide no it is going great, let’s keep it the way it is because we keep that arms length. When you make it part of the city you bring politics into it and sometimes that can get, as we all know, it can be messy. I honestly like the way that this is set up in that we are appointing you and then you are going to appoint your successors. I think that is a model that is far and above one that we could have come up with and decided not to. Again, I look forward to seeing what you have to offer the City and thank you again for all of your time and effort. I wish you all the best of luck in the future. Do we have anything further this evening? Alderman Pressly At what meeting will they be introduced and the final vote? The 27th? Chairman Clemons The 27th yes. That is a good point Alderman Pressly thank you. The Board of Aldermen are having their official meeting to take up your nominations on the 27th, which is the Tuesday after Christmas, and we will be voting as a full board that evening to officially appoint you. I would welcome all of you to come that evening. That will be at City Hall in the Aldermanic Chambers at 7:30 p.m. But you don’t have to come, but if … Alderman Pressly They could be sworn in that night… Chairman Clemons For those that live in Nashua you can just turn on Channel 16 and see what we do. Mayor Lozeau I don’t know that they would be sworn in based on this position… Alderman Pressly Okay. It is maybe a different procedure. Chairman Clemons It would be. Alderman Pressly Okay. Special Personnel – 12/19/11 Page 16 Chairman Clemons It would be because … Alderman Pressly What is the plan after this? Chairman Clemons Well we have to acquire the company first. Alderman Pressly Okay but after we… Mayor Lozeau You mean who makes the decision on whether they get sworn in or not? Alderman Pressly Yes and who swears them in? Are they sworn in at the City or… Mayor Lozeau I don’t believe they are sworn in at all. Alderman Craffey Excuse me. They would be voted in by the board, and that is going to take place on the 27th because we would be the majority shareholders. Alderman Pressly Okay so that is a shareholders’ meeting we’re having on the 27th. Chairman Clemons Well… Mayor Lozeau Well you take the vote as the Bylaws say and Alderman Craffey pointed out, but normally after that vote somebody would come up and be sworn in. The only point I was trying to make is after your vote there is no need for a swearing in. Chairman Clemons Right. Thank you. So again, you are all invited on the 27th. Special Personnel – 12/19/11 Page 17 APPOINTMENTS BY THE MAYOR Pennichuck Board of Directors MOTION BY ALDERMAN CHASSE TO RECOMMEND THE CONFIRMATION OF THE MAYOR’S APPOINTMENT OF THE FOLLOWING INDIVIDUALS TO THE PENNICHUCK BOARD OF DIRECTORS: DAVID P. BERNIER FOR A THREE YEAR TERM, ELIZABETH A. DUNN, ESQ. FOR A TWO YEAR TERM, STEPHEN D. GENEST FOR A THREE YEAR TERM, PAUL A. INDEGLIA FOR A TWO YEAR TERM, THOMAS J. LEONARD, ESQ. FOR A THREE YEAR TERM, JAY LUSTIG FOR A ONE YEAR TERM, JOHN D. MCGRATH FOR A ONE YEAR TERM, JIM MCMAHON FOR A TWO YEAR TERM, AND PRESTON J. STANLEY FOR A ONE YEAR TERM MOTION CARRIED Chairman Clemons Thank you all for your attendance this evening. I look forward to working with you in the future. PUBLIC COMMENT Tom McGreevy, 20 Brinton Drive Thank you potential and probable board members. I want to thank Brian McCarthy personally, Alderman Pressly and the Mayor for 10 years of incredible work. I stand here as one, but I know I represent many, and I want to thank you all very much for everything. Chairman Clemons Thank you. REMARKS BY THE ALDERMEN - None ADJOURNMENT MOTION BY ALDERMAN CHASSE TO ADJOURN MOTION CARRIED The meeting was declared closed at 8:03 p.m. Alderman Arthur T. Craffey, Jr. Committee Clerk