CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO FINAL BOARD APPROVAL Connecticut Municipal Electric Energy Cooperative (CMEEC) Special Telephonic Member Delegation Meeting October 9, 2018 MINUTES A special telephonic meeting of the CMEEC Member Delegation (the “Delegation”) was held at the CMEEC offices, 30 Stott Avenue, New Britain, CT at 1:00 p.m. on Tuesday, October 9, 2018. The meeting was legally noticed in compliance with Connecticut State law, pursuant to a notice transmitted to the clerks of CMEEC’s respective member municipal electric utilities (the “Meeting Notice”) and all proceedings and actions hereinafter taken during the course of the special telephonic meeting were recorded during the publicly open portions of the meeting. Chairman Kenneth Sullivan called the meeting to order at 1:00 p.m. and determined a quorum was present. The following Member Delegates and Alternates were present and participated telephonically: Groton Utilities: Ronald Gaudet (Member Delegate); Jeffrey Godley (Alternate Member Delegate) Norwich Public Utilities: John Bilda (Alternate Member Delegate) Bozrah Light & Power: David Collard (Alternate Member Delegate) South Norwalk: Paul Yatcko (Member Delegate) East Norwalk: Kevin Barber (Member Delegate) Jewett City: Louis Demicco (Member Delegate); Kenneth Sullivan (Alternate Member Delegate) The following individuals from CMEEC management participated: Drew Rankin, CMEEC, Chief Executive Officer (via telephone) Robin Kipnis, CMEEC, General Counsel Scott Whittier, CMEEC, Director of Enabling Services Ms. Kipnis recorded. Purpose of meeting was to discuss and vote on a proposed amendment to Article IV, Section 6. Compensation and Indemnification of the CMEEC Bylaws. Discussion ensued with questions being asked with respect to advancement of attorneys’ fees, pro rata indemnification for multiple counts; and whether the provision was applicable to violations of CMEEC Ethics and Conflict of Interest Policy. CMEEC Special Member Delegation Minutes_10-09-2018 Page 1 of 5 Motion by Member Delegate Ronald Gaudet, seconded by Member Delegate Louis Demicco to adopt the Resolution to amend the Bylaws. Vote passed unanimously. (MD 18-10-01) There being no further business, the meeting was adjourned at 1:15. Motion by Member Delegate Demicco, seconded by Member Delegate Kevin Barber to adourn the meeting. Vote passed unanimously. (MD 18-10-02) CMEEC Special Member Delegation Minutes_10-09-2018 Page 2 of 5  Connecticut Municipal Electric Energy Cooperative (“CMEEC”) Member Delegation Special Meeting October 9, 2018 Resolution MD 18-10-01 RESOLUTION FOR ADOPTION OF AMENDMENT TO THE INDEMNIFICATION PROVISION OF THE BYLAWS OF CMEEC WHEREAS, the Connecticut Municipal Electric Energy Cooperative reviewed its governance structure in connection with the passage Public Act 17-73 and adopted amended and restated Bylaws on May 2, 2018 to align its governance structure with that of Public Act 17-73; WHEREAS, the Municipal Electric Consumer Advocate identified and recommended additional changes to Article IV, Section 6. of the Bylaws which sets forth the provisions governing indemnification of CMEEC Board Members, Officers and Employees; WHEREAS, the Member Delegation convened a Special Meeting on October 9, 2018, held upon advanced notice at least seven (7) days prior to the date of the Meeting, and considered an amendment to the CMEEC Bylaws as set forth in Attachment A, attached hereto; and WHEREAS, the Member Delegation, acting through their Member Representatives have determined that it is in the best interests of CMEEC to adopt the Amended Bylaw to replace Article IV. Section 6. of the Bylaws. NOW, THEREFORE BE IT RESOLVED that the Member Delegation does hereby approve and adopt the Amendment to the indemnification provision of CMEEC Bylaws as presented to the Member Delegation at the Special Meeting held on October 9, 2018. BE IT FURTHER RESOLVED that the Amended Bylaw shall take effect from and following the date of adoption of the Amended Bylaw. Date: October 9, 2018 _____________________________ Louis Demicco Secretary CMEEC Special Member Delegation Minutes_10-09-2018 Page 3 of 5  ATTACHMENT A CMEEC Bylaws – Proposed Amendment [Redlined text shows changes from existing Article IV. Section 6. Of the CMEEC Bylaws.] ARTICLE IV. SECTION 6. COMPENSATION AND INDEMNIFICATION. The Officers and Member Representatives shall receive such salary or compensation and expense reimbursement as may be determined by the Board of Directors. Each Member Utility Representative, Alternate Utility Representative, Municipal Representative, CMEEC Employee and Officer of CMEEC and persons occupying positions in the CMEEC organization pursuant to these Bylaws, whether or not then in office, and their personal representatives, shall be indemnified and held harmless by CMEEC against all reasonable costs and expenses, including the right to receive in advance reasonable attorney fees, and/or defense of suit, actually incurred by them in connection with the defense of any claim, action, suit, or proceeding in which they may be involved or to which they may be made a party by reason of their being or having been such Member Utility Representative Alternate Utility Representative, Municipal Representative, CMEEC Employee, or Officer except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for willful or wanton negligence or misconduct in the performance of duty. if wholly successful on the merits or otherwise successful, on a pro rata basis for each such claim, in the defense of a proceeding to which he or she was a party because he or she was a Director, Officer or Employee of CMEEC and may also be indemnified and held harmless by CMEEC against all reasonable costs and expenses, including reasonable attorney fees and/or defense of suit, actually incurred by them in connection with the defense of any claim, action, suit, or proceeding in which they may be involved or to which they may be made a party i n c l u d i n g v i o l a t i o n s o f C M E E C E t h i c s a n d C o n f l i c t o f I n t e r e s t P o l i c y , by reason of their being or having been such Member Utility Representative, Alternate Utility Representative, Municipal Representative, CMEEC Employee, or Officer, except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for willful or wanton negligence or misconduct in the performance of duty to the fullest extent permitted by applicable law . Such costs and expenses shall include, but not be limited to, amounts reasonably paid in settlement for curtailing the costs of litigation, but only if CMEEC is advised in writing by its counsel for the Indemnitee a n d s u b j e c t t o t h e a p p l i c a b l e R u l e s o f P r o f e s s i o n a l C o n d u c t , that in their his or her opinion, based on the strength of the claim as to liability and damages and reasonableness of the settlement that the Proposed Settlement should be accepted by the Indemnitee. If the Indemnitee rejects the Proposed Settlement, then any subsequent settlement, verdict or judgement in excess of the Proposed Settlement amount and any expenses incurred by Indemnitee after the rejection of the Proposed Settlement shall, after concurrence of the Board of Directors, be the obligation of the Indemnitee and not CMEEC.the person indemnified did not commit such willful or wanton negligence or misconduct. 1 The foregoing right of indemnification shall not be exclusive of other rights to which such Member Representative or Officer or other office described in these Bylaws may be entitled as a matter CMEEC Special Member Delegation Minutes_10-09-2018 Page 4 of 5  of law or by agreement. It shall be a condition of any advancement of fees or potential Indemnification that the Indemnitee or his or her counsel communicate any such settlement offers to CMEEC for evaluation and that the Indemnitee waives, for the limited purpose of communicating settlement offers, any attorney-client privilege. The termination of any criminal claim, action, suit, or proceeding by way of settlement, or plea of no contest or its equivalent shall not of itself create a presumption that the conduct was unlawful. CMEEC employee shall give written notice to the CMEEC CEO or the Chairperson of the CMEEC Board of Directors, where notice to the CMEEC CEO is not appropriate, of any such Claim when such is made against the employee for which indemnification and/or advancement will be sought. In the event that CMEEC is obligated hereunder to pay the costs and expenses of any Claim, CMEEC, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by the employee (not to be unreasonably withheld). On approval of such counsel by employee and the retention of such counsel by CMEEC, CMEEC will not be liable to employee for any fees of counsel subsequently incurred by employee with respect to the same Claim; provided that, (i) employee shall have the right to employ employee’s separate counsel in any such Claim at employee’s own expense and (ii) if (A) the employment of separate counsel by employee has been previously authorized by CMEEC, (B) employee shall have reasonably concluded that there may be a conflict of interest between CMEEC and employee in the conduct of any such defense, or (C) CMEEC shall not continue to retain such counsel to defend such Claim, then the fees and expenses of employee’s separate counsel shall be considered an indemnifiable expense. Settlement: The indemnification and advancement to CMEEC employee shall include but not be limited to amounts reasonably paid in settlement for curtailing the costs of litigation, but only if CMEEC is advised in writing by its counsel that in their opinion the person indemnified did not commit such willful or wanton negligence or misconduct. The CMEEC General Counsel is hereby authorized to take such actions as are necessary to determine that the employee Indemnitee acted in good faith and in a manner that the employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of CMEEC and that the Indemniteeemployee had a reasonable belief that the employee’s conduct was lawful. This Bylaw provision shall be effective on passage and shall not be applicable to requests made by CMEEC Directors, Officers and Employees for indemnification and advancement of expenses or, affirmations and undertakings entered into, prior to the Effective Date of this Amendment. Except as stated immediately above with respect to advancement and indemnification requests made on or after the Effective Date of this Bylaw Amendment, this Amendment shall supersede and revoke any prior Bylaw provision governing indemnification and advancement as well as any provision governing indemnification and advancement of expenses found in CMEEC’s Creating Agreements. CMEEC Special Member Delegation Minutes_10-09-2018 Page 5 of 5