Executive Committee Meeting - May 4, 2026

Call to Order

F. X. Flinn called the Executive Committee meeting to order at approximately 2:02 PM ET. A quorum was present for this Executive Committee meeting.

Attendance and Introduction of Guests

John Powell conducted the roll call shown in the included attendance table.

Changes to Agenda

F. X. Flinn proposed moving legal counsel consultation to the front of the Operations Update section, requiring executive session to receive advice of counsel. The committee accepted this change.

Public Comments

Public comment was invited; no members of the public commented.

Approval of Minutes from April 6, 2026

The minutes from April 6, 2026, were deemed adopted by unanimous consent with no corrections or changes requested.

Operations Update

Executive Session

On a motion by Irv Thomae, seconded by Chris Noble, the Board voted unanimously that premature general public knowledge would clearly place the public body at a substantial disadvantage pursuant to 1 V.S.A. § 313(1)(F).

On a motion by F. X. Flinn, seconded by Chris Noble, the Board voted unanimously to enter executive session pursuant to 1 V.S.A. § 313(1)(F) to receive confidential attorney-client communications made for the purpose of providing professional legal services to the body at approximately 2:08 PM. The following persons were present during executive session: F. X. Flinn, Chris Noble, Clare Holland, Dan Leavitt, Irv Thomae, Jerry Ward, Jim Masland, Jeff Brand, John Powell, Dan Childs, Andy Montroll, Jeff Carlisle, Ryan Long, Al Iuppa, Cliff Rankin, Ian Sears, Liane Allen.

No formal action was taken in executive session which exited at approximately 2:30 PM.

VISPO Operations Report

Al Iuppa turned the operations update over to Liane Allen to highlight significant developments since the last meeting.

Liane Allen reported on a new performance venue in-kind sponsorship program being launched. Under this program, ECFiber provides internet service to performance venues in exchange for equivalent value promotion of ECFiber at their events. Venues must meet certain criteria including minimum annual performances and regular attendance. The goal is to identify two locations in every district town targeting different demographics to maximize exposure at events. F. X. Flinn noted that an MOU has been prepared and will be presented to the Governing Board for approval at the May meeting.

Liane Allen also reported that the outside plant and installations teams are reviewing costs for field services. Costs for truck maintenance, fuel, and equipment have increased significantly, and the teams are proposing price increases for emergency weekend calls and repairs not caused by ECFiber (such as contractor damage to drops). Cliff Rankin noted these would cover situations where customers or their contractors damage infrastructure. The proposed increases would bring pricing to roughly ECFiber’s cost to perform these services.

Ian Sears asked about the cyber cafe program and how interested parties should apply. Liane Allen clarified that the performance venue program is separate from the internet cafe program. For internet cafes, interested parties should contact customer support or email the support address, and requests are tracked in the Vision system. Cliff Rankin noted that ECFiber’s literature refers to these as “internet cafes” rather than “cyber cafes” for consistency in terminology.

Financial Report

Cliff Rankin reported that the 2025 audit is complete and posted on the website. Work continues on the uniform guidance audit with Barry Dunn. He submitted requested documentation and is awaiting their decision on how to handle areas where ECFiber lacks visibility, such as payroll records. The uniform guidance audit is more binary regarding documentation requirements compared to the financial statement audit’s materiality concept.

For 2026, Cliff Rankin has closed out through March and is working on a revised budget incorporating changes since the beginning of the year, including AEX no longer being part of the budget. He expects to have this completed within the next couple of weeks.

Chair Report

a. Real Estate Update

F. X. Flinn reported that the closing on the Florida house was delayed because the bank needed additional certification from a contractor for the construction loan they are providing to the buyers. The closing date was extended to May 22nd, though it could happen sooner. ValleyNet is waiting to see the net proceeds to determine how to make ECFiber whole.

Clare Holland asked whether ValleyNet had insurance coverage for the embezzlement. F. X. Flinn explained that ValleyNet’s policy was identical to ECFiber’s, and neither policy covered the situation because the individual was not an employee of either organization.

Dan Childs noted that ECFiber now has both employee coverage and separate surety insurance covering him personally. Cliff Rankin added that internal controls now require two people to be involved in any financial transactions, and no money has been stolen since removing access from the previous individual.

b. Grants Update

i. Affordable Long Drop Program

F. X. Flinn reported that paperwork for the conduit grants remains stuck at the Public Service Department behind BEAD grant contracts worth tens of millions of dollars. The Affordable Long Drop contracts are under $3 million, with ECFiber receiving the largest at $3 million. Despite being told three weeks ago that contracts would be delivered that week, they have not yet arrived.

The program operates on a milestone basis rather than reimbursement. ECFiber will receive $900,000 upon contract signing, another $300,000 when the implementation plan is approved, and 25% when the first quarter of 750 properties (188 drops) are completed. ECFiber has already completed approximately 60 drops before the formal construction season began and has identified 720 locations. Property owners need only confirm they still want service and understand the construction process.

ii. Construction Grant

F. X. Flinn reported that ECFiber is closing in on completing the construction grant work, hopefully this month. Cliff Rankin has the final invoicing prepared. Once completed, ECFiber will likely have exhausted all construction grant money, though additional expenses can still be invoiced for reimbursement if they arise.

iii. RDOF

F. X. Flinn presented a detailed slideshow on the Rural Development Opportunity Fund (RDOF) status. RDOF is a pre-pandemic FCC program with a 2020 reverse auction where ECFiber bid against Consolidated Communications, Comcast, and Starlink for census blocks. Due to auction mechanics and Starlink’s participation, ECFiber won awards at a 10% support level, receiving about $208,000 annually for Vermont areas.

The FCC changed location reporting requirements to use the BEAD fabric map, resulting in new location counts. ECFiber must serve 2,170 units at 1,967 locations. They have already lit 1,868 units at 1,674 locations and will complete 2,000 units at 1,803 locations by July. However, 133 units are in areas ECFiber cannot serve.

F. X. Flinn outlined census blocks in Washington, Barre, Northfield, and Bridgewater that ECFiber cannot economically serve, as well as a small Bradford block that Fidium won. He proposed pursuing a deal with Fidium to exchange these blocks, with Fidium receiving approximately $16,500 times four years of payments plus future payments directly from the FCC, while ECFiber would receive eight units in Bradford and Orange.

If the Fidium deal fails, ECFiber would need engineering studies showing they cannot economically serve enough locations to achieve the 95% safe harbor provision, or accept FCC fines.

Motion: by Irv Thomae to authorize the chair to proceed with conversations with Fidium about exchanging blocks. Seconded: by Dan Leavitt. Vote: unanimous, passed. Time: Approximately 3:07 PM

c. New Services Pricing

F. X. Flinn presented two potential new service offerings for discussion and feedback.

The first is a standalone internet-only service at $49 per month for 25/25 speeds, targeted at customers switching from standalone DSL service (without phone). This would compete with Consolidated’s DSL service that costs approximately $53 monthly with discounts and fees. The service would be available only to customers switching from standalone DSL or those meeting low-income qualifications similar to the conduit grant criteria, verified through relationships with Capstone and SEVCA.

The second proposal is an Internet of Things product offering 10/10 speeds for $29 monthly, payable annually in advance. This would serve sugarhouses and similar facilities needing basic connectivity for monitoring equipment. The annual cost would be lower than ECFiber’s current seasonal disconnect model (six months at $72 plus $99 restoration fee). The service would have strict parameters: no office or residential use, July 1 to June 30 annual schedule, and non-refundable advance payment.

Irv Thomae asked about pricing duration, bandwidth costs, and quality of service concerns for Internet of Things applications. F. X. Flinn noted that ECFiber’s debt service is approximately $45 per customer monthly, making the $49 product essentially break-even for customer acquisition.

Cliff Rankin expressed concerns about customer bleeding from flagship products and emphasized the need for careful qualification. For the Internet of Things product, he stressed requiring non-refundable contracts and automatic shutoff for non-payment, with penalties for attempting to game the system.

Ian Sears cautioned about “race to the bottom” pricing and ensuring focus on acquiring genuinely blocked customers rather than existing customers seeking lower rates.

Clare Holland asked about the scope of the sugarhouse issue. F. X. Flinn estimated approximately 500 potential DSL-only customers and noted that sugarhouses increasingly use Internet of Things monitoring systems.

Dan Childs questioned whether sugar makers who have invested hundreds of thousands of dollars in equipment truly need discounted service. F. X. Flinn acknowledged they might be satisfied with Starlink or current pricing, but noted potential for other Internet of Things applications using mobile phone accounts.

Chris Noble supported exploring these options while emphasizing the need to analyze bottom-line impacts and customer migration effects. He requested staff develop detailed proposals showing potential outcomes.

The committee agreed that staff work on developing these concepts further would be worthwhile.

Adjournment

There being no further business, F. X. Flinn declared the meeting adjourned at approximately 3:34 PM, thanking participants for being part of the “miracle” and noting the next Governing Board meeting on Tuesday.