CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO BOARD APPROVAL MINUTES OF THE ANNUAL MEETING OF THE MEMBER DELEGATION OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE November 18, 2021 The Annual Meeting of the Member Delegation of Connecticut Municipal Electric Energy Cooperative (CMEEC) was held on Thursday, November 18, 2021 via Zoom and telephonically immediately following the CMEEC and CTMEEC Joint Annual and Regular Meeting. The meeting was legally noticed in compliance with Connecticut State Statutes and all proceedings and actions hereafter recorded occurred during the publicly open portions of the meeting. The following Member Delegates and Alternate Member Delegates participated telephonically or via Zoom: Groton Utilities: Ronald Gaudet, Jeffrey Godley Norwich Public Utilities: Christopher LaRose Bozrah Light & Power: Richard Tanger, Scott Barber South Norwalk Electric & Water: Alan Huth, Eric Strom Third Taxing District, East Norwalk: Kevin Barber, Michele Sweeney Jewett City Department of Public Utilities: Louis Demicco The following Member Representatives and Alternate Member Representatives participated telephonically or via Zoom: Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Robert Staley Jewett City Department of Public Utilities: Richard Throwe The following CMEEC staff participated telephonically or via Zoom: Dave Meisinger, CMEEC CEO Robin Kipnis, Esquire, CMEEC General Counsel Patricia Meek, CMEEC Director of Finance & Accounting Gabriel Stern, CMEEC Director of Technical Services Margaret Job, CMEEC Paralegal and Compliance Specialist Others participating telephonically or via Zoom: David Silverstone, Esquire, Municipal Electric Consumer Advocate. CMEEC Board Chair Kevin Barber announced that in the absence of Member Delegation Chair Kenneth Sullivan, the Member Delegation is required to nominate a Chair Pro Tem to conduct this and the CTMEEC Member Delegation meetings. A motion was made by Member Delegate Ronald Gaudet to nominate Kevin Barber as Member Delegation Chair Pro Tem in the absence of Member Delegation Chair Kevin Sullivan. The nomination was seconded by Alternate Member Delegate Jeffrey Godley. Motion passed unanimously. MD 21-11-01 Member Delegation Chair Pro Tem Kevin Barber called the meeting to order at 12:21 p.m. He stated for the record that today’s meeting is being held telephonically and via Zoom. Chair Pro Tem Barber requested all participants mute their audio unless speaking to eliminate confusion and background noise. He requested those present state their name and where they are from when speaking for clarity of the record. Standard Action Items A Public Comment Period No public comment was made. B Conduct Voting Roster / Roll Call Ms. Job conducted roll call with each member responding individually as their names were called. Following roll call, Ms. Job identified the voting persons at today’s meeting. Chair Pro Tem Barber confirmed a quorum was present. C Approve the Minutes of the Regular May 6, 2021 Member Delegation A motion was made by Member Delegate Gaudet, seconded by Member Delegate Christopher LaRose to Approve the Minutes of the Regular May 6, 2021 Member Delegation. Motion passed unanimously. MD 21-11-02 D Nomination and Vote on Member Delegation Chair for 2022 Chair Pro Tem Barber requested nominations for the position of Chair of the CMEEC Member Delegation for 2022. Member Delegate Gaudet nominated Member Delegate Kenneth Sullivan. There being no further nominations, Chair Pro Tem Barber entertained a motion to approve the nomination for CMEEC Member Delegation Chair for 2022. A motion was made by Member Delegate Gaudet, seconded by Alternate Member Delegate Louis Demicco to approve the nomination of Kenneth Sullivan as Member Delegation Chair for 2022. Motion passed unanimously. MD 21-11-03 E Possible Vote to Approve the CMEEC Member Delegation 2022 Schedule of Meeting Dates A motion was made by Member Delegate Richard Tanger, seconded by Alternate Member Delegate Louis Demicco to Approve the CMEEC Member Delegation 2022 Schedule of Meeting Dates. Motion passed unanimously. MD 21-11-04 F Possible Vote to Amend CMEEC Bylaws Ms. Kipnis explained that the Member Delegation is authorized to approve all Bylaw changes. The Bylaw changes provided to the Member Delegation in advance of today’s meeting accomplishes items that have been discussed by the Board which include the elimination of the Compensation and/or Policy Committee. The Governance Committee was tasked by the Strategic Planning Committee in accordance with the Strategic Plan with reviewing Board Committee structures to determine if any efficiencies could be accomplished. The Governance Committee also took this opportunity to remove all instances of the Chief Financial Officer from the Bylaws since this position was eliminated in July 2020 whose duties were turned over to the Director of Finance & Accounting. Ms. Kipnis added that notice of the proposed Bylaws was provided to the Member Delegation seven (7) days prior to today’s meeting in accordance with the CMEEC Bylaws. A motion was made by Member Delegate Gaudet, seconded by Member Delegate Tanger to Approve the Resolution Amending the CMEEC Bylaws. Motion passed unanimously. MD 21-11-05 G New Business There was no new business H Adjournment A motion was made by Member Delegate LaRose, seconded by Member Delegate Tanger to adjourn. Motion passed unanimously. MD 21-11-06 The meeting was adjourned at 12:30 p.m.