CT Municipal Electric Energy Cooperative CMEEC

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE NOVEMBER 20, 2018 The Special Meeting of the Board of Directors (“Directors”) of the Connecticut Municipal Electric Energy Cooperative (“CMEEC”) was held on Tuesday, November 20, 2018 at the CMEEC offices located at 30 Stott Avenue, Norwich, CT at 3:00 p.m. The meeting was legally noticed in compliance with Connecticut State Law and all proceedings and actions hereafter recorded occurred during the publicly open portions of the meeting. Chairman Kenneth Sullivan called the meeting to order at 3:00 p.m. and determined a quorum was present. The following Member Representatives/Alternate Member Representatives/Municipal Representatives participated: Groton Utilities: Ronald Gaudet; Jeffrey Godfrey; Keith Hedrick (via telephone); Mark Oefinger Norwich Public Utilities: Dr. Grace Jones, Steward Peil (via telephone) Bozrah Light and Power: Ronald Gaudet; Richard Tanger South Norwalk: Dawn DelGreco (via telephone); David Westmoreland (via telephone) Paul Yatcko (via telephone) Third Taxing District: Kevin Barber (via telephone); David Brown (via telephone); Debora Goldstein (via telephone); Pete Johnson (via telephone) Jewett City Department of Public Utilities: Kenneth Sullivan; Louis Demicco (via telephone); Richard Throwe The following CMEEC staff participated: Robin Kipnis, CMEEC General Counsel Michael Lane, CMEEC Interim CEO Jake Pagragan, CMEEC Director of Business Development Gabe Stern, CMEEC Director Technical Services Ellen Kachmar, CMEEC Office and Facilities Manager Margaret Job, CMEEC Administrative Staff The following individuals also participated: Claire Bessett, Reporter, The Day William Kowalski, Municipal Electric Consumer Advocate Saju Joseph, Bank of America Charles Szilaghi, Bank of America Standard Actions Ms. Kipnis took roll call identifying the formal voting persons at today’s meeting. (1) Discussion and Vote on Resolution Establishing a Special Committee to oversee the independent investigation authorized by CMEEC Board of Directors on November 9, 2018. Chairman Sullivan allowed those Directors present and participating via telephone a short period of time within which to review the resolution. Upon completion of Board review, Chairman Sullivan opened the floor for discussion. Bill Kowalski, Municipal Electric Consumer Advocate, expressed his thoughts on the language of the resolution. He noted that the members appointed to serve on the Board Special Committee (“Special Committee”) to oversee the independent investigation should be comprised of those members that were not participants of the Derby or Greenbriar trips. Ms. Kipnis confirmed that those appointed to the Special Committee did not participate in any of those trips. He continued to suggest that all meetings of the Special Committee be public meetings and that those meetings be posted to the public greater than twenty-four hours in advance. Lastly, he suggested that the Special Committee’s findings and recommendations be made public within forty-eight hours. Ms. Kipnis thanked Mr. Kowalski for his input. She added that, in response to Mr. Kowalski’s suggestion that all Special Committee meetings be held publicly, holding all meetings publicly may not be possible since some of the subject matter may be personnel related. She added that confidentiality and privilege must be preserved to conduct a proper investigation. Chairman Sullivan thanked Mr. Kowalski for his comments and inquired if any of the Board present required any further discussion, hearing none, he entertained a motion to approve the resolution. A motion was made by Member Representative Louis Demicco, seconded by Alternate Member Representative Richard Tanger to approve the Resolution Establishing a Special Committee to Oversee the Independent Investigation by CMEEC Board of Directors on November 9, 2018. Motion passed unanimously. (18-11-13) Chairman Sullivan opened the floor for public comment regarding the resolution presented at the meeting. Municipal Member Representative Oefinger, who is a member of the Oversight Committee, requested a poll to identify dates and times to conduct Oversight Committee meetings. Ms. Kipnis stated she will conduct a query of meeting dates. There being no further business to be brought before this Board, Chairman Sullivan entertained a motion to adjourn the meeting. A motion was made by Member Representative Dr. Grace Jones, seconded by Member Representative Demicco to adjourn the meeting. Motion passed unanimously. (18-11-14) Meeting was adjourned at 3:15 p.m.