CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO FINAL BOARD APPROVAL SPECIAL JOINT MEETING OF THE BOARDS OF DIRECTORS OF THE CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE AND CONNECTICUT TRANSMISSION ELECTRIC ENERGY COOPERATIVE May 9, 2019 A Special Joint Meeting of the Boards of Directors of the Connecticut Municipal Electric Energy Cooperative and the Connecticut Transmission Electric Energy Cooperative (the “Boards”) was held on Thursday, May 9, 2019 at Courtyard by Marriott Orange, 136 Marsh Hill Road, Orange, CT at 10:00 a.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. In the absence of the Chairperson, Vice-Chairperson and Secretary, Kevin Barber, Treasurer called the meeting to order at 10:00 a.m. and determined a quorum was present. The following Member Representatives/Alternate Member Representatives/Municipal Representatives participated in person. There were no participants by telephone: Norwich Public Utilities: Chris LaRose, Stewart Peil Groton Utilities: Keith Hedrick, Mark Oefinger Bozrah Light and Power Company: Ralph Winslow East Norwalk: Kevin Barber, Debora Goldstein, Pete Johnson South Norwalk: Dawn DelGreco, David Westmoreland, Paul Yatcko The following Board members did not participate in the Special Meeting, having recused themselves by reason of a potential conflict of interest: Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan, Richard Throwe Groton Utilities: Ronald Gaudet The following CMEEC staff participated: Robin Kipnis, CMEEC General Counsel Margaret Job, CMEEC Executive Assistant/Paralegal Invited participants Eileen Duggan, Esquire, Suisman Shapiro Kenneth Weinstock, Esquire, Kainen, Esclera & McHale, P.C. Gregg Adler, Esquire, Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C. Drew Rankin, CEO -1- Others: Claire Bessette, Reporter, The Day Ms. Job Recorded. Member Representative Debora Goldstein made a Motion to elect Member Representative Kevin Barber Chair Pro Tem for today’s meeting. That Motion was Seconded by Member Representative Chris LaRose. Motion passed unanimously. 19-05-01 Possible Executive Session Chair Pro Tem Barber announced that the purpose of the Joint Special Meeting of the Boards is to allow Mr. Rankin an opportunity to address the Boards on matters raised in the Investigation Report prepared by Attorney Duggan and the consequent notice to Mr. Rankin of the commencement of pre-disciplinary termination proceedings. Mr. Rankin had been provided the opportunity to hold this meeting in open session. It was confirmed that he had declined to hold the Special Meeting in open session. Chair Pro Tem Barber next called for a motion to enter Executive Session to conduct a Pre- Disciplinary/Loudermill hearing and that Executive Session is entered in accordance with Conn. Gen Statutes Section 1-200(6)(A). A motion was made by Member Representative Goldstein, seconded by Member Representative David Westmoreland to enter Executive Session. Motion passed unanimously. 19-05-02 Chair Pro Tem invited the Members of the Board, as well as Attorneys Kipnis, Duggan, Weinstock and Adler, and Mr. Rankin, to remain. The Boards entered Executive Session at 10:02 a.m. At 11:30 am, Attorneys Duggan and Adler as well as Mr. Rankin were asked to leave the Executive Session. Attorneys Kipnis and Weinstock remained. The Boards re-entered Public Session at 1:15 p.m. Agenda Item 2. Chair Pro Tem Barber explained that the next order of business is to review and approve the resolution before the Boards. Chair Pro Tem Barber read aloud the Resolution to the Boards, after which he entertained a motion to approve the Resolution to: 1) terminate the employment of Drew Rankin as CEO of -2- CMEEC and CTMEEC as of May 9, 2019; 2) direct the General Counsel to prepare and provide to Mr. Rankin the appropriate notice of termination; and 3) approve that Drew Rankin be paid his base salary retroactive to November 9, 2018 through today as required by federal constitutional law. A motion was made by Municipal Representative Mark Oefinger, seconded by Alternate Member Representative Keith Hedrick to approve the Resolution. Motion passed unanimously. 19-05-03 There being no further business to come before these Boards, Chair Pro Tem Barber entertained a motion to adjourn. A motion was made by Member Representative Goldstein, seconded by Member Representative Ralph Winslow to adjourn the meeting. Motion passed unanimously. 19-05-04 The meeting adjourned at 1:17 p.m. -3-