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VLCT Employment Resource and Benefits (VERB) Trust, Inc.
Board of Directors Special Meeting
September 12, 2018
VLCT Offices, Montpelier, Vermont

Minutes

Directors present:  Bill Shepeluk, Todd Provencher, Todd Odit, Carrie Johnson, Kathleen Ramsay, Charles Safford, Chris Hoyt and Joel Cope

VLCT staff present: Maura Carroll, Joe Damiata, David Sichel, Michael Gilbar, Jeremiah Breer, Kelley Avery and Larry Smith

The meeting was called to order at 10:03 a.m.

A board quorum was confirmed.

Upon motion (Ramsay/Odit), duly adopted, the board voted unanimously to approve the meeting agenda.

Upon motion (Ramsay/Cope), duly adopted, the board voted unanimously to approve the minutes of the May 3 and July 12, 2018 meetings. 

Joe Damiata presented the staff report.  Mr. Damiata reviewed the schedule for Town Fair, internal plans for new CRM software and mentioned the VLCT Board will be discussing a prospective new membership dues structure.  Kelley Avery updated the board on new business.

Jeremiah Breer reviewed the unaudited financials through Q2 2018. Total revenue is down 8.4% from last year at this time.  Operating expenses are 14.3% higher than last year at this time, and roughly 8% under budget.  Investment income is still down, while claims are up about 10% compared to last year at this time. 

Upon motion (Ramsay/Cope), duly adopted, the board voted unanimously to accept the second quarter unaudited financial statements.

Mr. Breer also reviewed proposed adjustments to the 2018 budget.  At the last meeting staff noted the budgeted contribution revenue had been misstated.  The amount initially budgeted was estimated but was never adjusted once the actuarial report was received.  In addition, the annual management fee was counted twice in error.  Staff decided to adjust the budget to state what members were actually billed rather than what was originally stated in the budget ($752,000 as opposed to the originally budgeted $840,264).  Staff is also adjusting the HR Consulting costs from $142,135 to $118,135 as the VLCT share of these costs was not subtracted out from the originally budgeted amount.

Upon motion (Johnson/Provencher), duly adopted, the board voted unanimously to approve the adjusted 2018 budget figures for 2018 member contributions from $840,264 to $752,000 and to adjust the HR Consulting Program costs from $142,135 to $118,135. 

Kelley Avery reviewed the Q2 2018 unemployment claims reports.  Second quarter claims were nearly 13% higher than the second quarter of 2017, but were down 55% compared to Q1 2018.  The number of claims processed decreased 10% compared to Q2 2017 and 44% compared to Q1 2018.  Ms. Avery noted claims charges rose from June into July, possibly indicating claims may be on the rise for Q3.  Ms. Avery also noted the Vermont Department of Labor increased the weekly benefit amount from $466 to $498 effective July 1 and the department also decided to reduce the taxable wage base for 2019 from $17,600 to $15,600. 

Upon motion (Ramsay/Safford), duly adopted, the board voted unanimously to accept the second quarter unemployment reports.

With Joe Colengelo’s departure, the board Vice President position is now vacant, along with a position on the Joint Investment Committee. Director Odit has expressed interest in serving on the committee. Carrie Johnson also expressed interest in assuming the position of Vice President, and Todd Provencher expressed interest in assuming Ms. Johnson’s former position as board Secretary.

Upon motion (Provencher/Johnson), duly adopted, the board voted unanimously to appoint Todd Odit to the Joint Investment Committee.

Upon motion (Ramsay/Cope), duly adopted, the board voted unanimously to appoint Carrie Johnson as Vice President.

Upon motion (Safford/Ramsay), duly adopted, the board voted unanimously to appoint Todd Provencher as Secretary.

President Shepeluk updated the board regarding the Nominating and Audit Committees. Charles Safford, Todd Odit and Carrie Johnson will serve on the Nominating Committee, with Ms. Johnson serving as chair. President Shepeluk appointed both himself and Todd Provencher to the Audit Committee, with Charles Safford as the alternate.

 Kelley Avery reviewed the bid process for vision coverage.  Our current contract with EyeMed expires at the end of the year, and staff went to VSP for quotes for alternative plan options. VSP mirrored our existing EyeMed plans and four-year rate guarantee, but plans were considerably higher in cost. However, EyeMed agreed to increase our contact lens and frame benefits by $20 with no increase to our rates for the next four years. The only shortcoming with EyeMed compared to VSP is the narrower network, but EyeMed has compensated by enriching our out-of-network benefits substantially.  Given our excellent relationship with EyeMed for the last eight years, and its willingness to improve member benefits at no cost increase, staff is recommending a renewal with EyeMed for another four years.

Upon motion (Johnson/Cope), duly adopted, the board voted unanimously to renew with the vision services program with EyeMed.

Joe Damiata reviewed the recent Human Resources Program changes.  Jill Muhr’s role as VLCT’s HR Consultant has moved to Risk Management Services, and PACIF has agreed to fully fund the program for 2019.  This discontinues the need for both a joint committee on the program and any continued funding from VERB.

Upon motion (Johnson/Safford), duly adopted, the board voted unanimously to discontinue funding the HR Program for 2019.

Upon motion (Johnson/Cope), duly adopted, the board voted unanimously to discontinue the HR Committee.

The board recessed from 11:01 a.m. to 11:15 a.m.

The board discussed strategic planning regarding the future of the VERB Trust and its benefit programs. Joe Damiata sent a memo to the board on August 24 outlining staff’s recommendations. Mr. Damiata also informed the board of new information regarding possible association health insurance plan options, which will be available for 2019.

Upon motion (Safford/Odit), duly adopted, the board voted unanimously to enter into Executive Session to discuss strategic planning and staffing (11:37 a.m.). 

The board exited Executive Session at 12:05 p.m.

The board asked that the minutes reflect the board supported staff strategic planning recommendations. The board also asked that staff develop a budget and projections with these proposed changes in mind. The board also expressed sensitivity to the personnel challenges that come with the proposed changes. Additionally the board directed staff to share the strategic planning recommendations memo with the VLCT Board.

Upon motion (Safford/Odit), duly adopted, the board voted unanimously to adjourn the meeting at 12:15 p.m.

Respectfully Submitted,

David Sichel
Assistant Secretary

Board or Committee: 
VERB Board of Directors
Board Meeting Date: 
Wednesday, September 12, 2018

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