Governing Board Meeting - September 8, 2026

Call to Order

F. X. Flinn, Chair, called the September 2026 regular meeting of the East Central Vermont Telecommunications District Governing Board to order at approximately 7:00 PM ET. A quorum was present, with 21 of the district’s member towns represented.

Attendance and Introduction of Guests

The Chair asked Secretary John Powell to take attendance by town and introduce guests. Delegates and guests are shown in the attendance sheet.

Changes to Agenda

The Chair asked whether anyone wished to request changes to the order of the agenda.

• Dave Karon raised a matter that, after clarification, was determined to relate to the minutes and the consent agenda; the Chair deferred it to the consent agenda portion.
• Irv Thomae noted that, because the Board became aware of Clare Holland’s passing after the agenda was prepared, he wished to make room for a resolution in her memory. The Chair indicated this would be taken up under the Chair Report.

No formal change to the order of the agenda was adopted.

Public Comments

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

Consent Agenda

The Chair described the three consent agenda items:

(a) Approval of Minutes (July 14, 2026)

(b) Resolved, the Treasurer is authorized to enter the District into such loan agreements as may be needed to finance the purchase of one or more vehicles, the total amount not to exceed $200,000. (c) Resolved, the Treasurer is authorized to donate up to $15,000 to UVLists, Inc., in support of continuing the provision of community discussion groups in the Upper Valley, upon request by an authorized representative of UVLists, the District recognizing the essential role these lists played in the creation of ECFiber.

Items included in the consent agenda as voted: Item 5a (minutes) and Item 5b (vehicle financing resolution).

Dave Karon requested that Item 5c (the UVLists donation) be removed from the consent agenda and handled as a separate item. The Chair so ordered; Item 5c was taken up separately (see below).

Dave Karon also raised a correction to the prior operator’s report contained in the minutes: under Operations, a bullet entitled “Condensed Income May” referred to “gross profit of almost $1 million,” and he observed that neither VISPO nor the District is a for-profit enterprise. Irv Thomae agreed. There was discussion involving Cliff Rankin (who noted the term “gross profit” reflects gross revenue minus cost of service and that the audit report uses “operating income”), Irv Thomae (suggesting “gross margin,” “gross surplus,” or “net surplus”), and Chris Nesbitt (suggesting the question be deferred and terminology confirmed with the accountants to be consistent with GAAP for government entities). The Chair directed that the wording be corrected (from “profit” to “gross margin”) in the May minutes and going forward, and John Powell offered to work with Cliff Rankin to adjust it.

Motion: On a motion to adopt consent agenda items A and B as presented, the Chair called for those in favor and those opposed. With the noted correction to terminology, the Chair deemed the consent agenda (items A and B) adopted by unanimous consent (~7:20 PM). Vote: unanimous, passed.

Item 5c — UVLists, Inc. donation

Motion: Resolved, the Treasurer is authorized to donate up to $15,000 to UVLists, Inc., in support of continuing the provision of community discussion groups in the Upper Valley, upon request by an authorized representative of UVLists, the District recognizing the essential role these lists played in the creation of ECFiber. F. X. Flinn moved, seconded by Dave Karon (~7:20 PM ET).

Discussion:

• Dave Karon asked whether the donation was limited to the stated amount and only upon request, and whether the District might support UVLists in other ways. The Chair explained that UVLists needs approximately $10,000 for software and cloud costs, that $5,000 was added for flexibility, and that this is not intended to be final.
• Irv Thomae noted the resolution does not preclude a future annual contribution and explained the background: Vital Communities had announced it would shut down roughly 50 community listservs (originally started by ValleyNet, Inc.) on short notice, recommending subscribers move to Front Porch Forum, prompting dismay. He credited volunteers including F. X. Flinn, Dan Leavitt, and Rob Rinaldi for stepping in.
• Dan Childs asked about the nature of Vital Communities’ legal and financial difficulties, whether the donation would go to a new entity (UVLists, Inc.), the annual operating cost (~$10,000), and whether others were contributing. The Chair and Irv Thomae responded, explaining that the funds would go to the newly forming UVLists, Inc., which would include liability safeguards (hold-harmless provisions), and that the lists were essential to organizing the towns in 2006–2008 that led to the inter-local contract creating ECFiber.
• Chris Nesbitt stated he would support a one-time contribution but not an ongoing annual contribution. The Chair confirmed this was a one-time matter and that UVLists had not specifically requested it.

Vote: unanimous, passed (7:30 PM ET).

Operator Reports

Cliff Rankin deferred the Finance report to the end and asked Liane Allen to present. The presentation was given in the order preferred by the VISPO team.

a. Operations / Marketing

Liane Allen presented an overview of current challenges and initiatives:

• Network: Some phone porting issues remain, including a few numbers that did not port.
• Installations / Scheduling: The scheduler position had been vacated; scheduling was rearranged to maximize installs without hampering repairs. Corey Klinck updated workflows; one person now handles scheduling with trained backups to prevent backlogs.
• Outside Plant: Process improvements underway to shorten time-to-drop after subscription. One electric company is slow to respond to tree-trimming requests and wants payment to expedite.
• Customer Support: Working to reduce calls going to voicemail and improve first-contact resolution; too much Tier 3 time was spent on Tier 2-level issues.
• Marketing / Community Presence: A new full-time marketing person (from VTDigger, also a professional photographer) was hired. Door hangers and yard signs discussed; weather-resistant stickers being tested. Ian Sears and Gerry Marletta went door-to-door in a neighborhood, yielding two sign-ups; Ian Sears described his outreach experience. Liane Allen encouraged board members to talk to people in their communities and reported sign-ups at Royalton Old Home Days and a West Newbury festival.
• Irv Thomae noted the Tunbridge Fair was not on the list; Liane Allen explained the District donated this year but did not take a table due to a presence-requirement policy, and plans to participate next year.
• Other initiatives: Library how-to program and materials; shopping cart launched (with a possible “pizza tracker”-style status feature); referral program info now included in outbound emails; August Roku raffle promotion; event-venue in-kind sponsorship program (Crossmolina Farm, with locations in Thetford and Corinth; West Newbury Hall next; a Randolph performance venue suggested by Ian Sears); placemat advertising; a “FOMO” conduit-grant campaign; and a double-referral bonus, with a “scary savings” quadruple special planned for October.

Ian Sears asked about the status of the internet cafe; Liane Allen said the program is established and an agreement needs to be signed.

Ken Parrot asked what percentage of move-related disconnects are restored by new residents; Liane Allen said a good chunk is, tracked as “remote installs,” and they plan to track it specifically.

Subscriber metrics: 141 new installs in August (target 110), but 94 disconnects, for net additions of only 47. Moving was the top disconnect reason. Liane Allen expressed optimism for September.

David Webb suggested that when a phone battery is mailed out, the Governing Board member for that town be notified so they can make a follow-up courtesy call, and suggested a battery-changing training session in Royalton. Liane Allen said she liked the idea.

Erika Butler, noting she is a new ECFiber subscriber, asked how to identify batteries in various equipment setups. Liane Allen and Corey Klinck explained the variety of ONTs and batteries (including combined ONT/router units and basement-installed batteries) and discussed the difficulty of a one-size-fits-all diagram; Corey Klinck suggested an interactive, subscriber-specific diagram tool.

Repairs & Maintenance / Drops: The battery program is reducing indoor maintenance; fiber checks/repairs are now the largest category; a router-mailing program is planned for armored-connection installations. Drops continue to increase; the outside-plant and installation teams are being combined to enable same-day drop-and-install. Some trucks are nearing inspection failure; longer-term, replacing a bucket truck with a type capable of mainline repairs is being considered.

Construction: The audit of the final Chelsea-to-Washington extension chunk is in progress (started late August, expected completion mid-September); those areas are lit and installable. Customer Support detail: Onboarding/scheduling single point of failure is being addressed through cross-training and automation. August support snapshot and average time-to-close discussed. A new full-time customer support person was hired and a part-time one is being interviewed. Call recording is being implemented (to improve caller behavior and enable sentiment analysis). A customer’s password was stolen externally and used to test stolen cards via small transactions; VISPO is working with Fibersmith on mitigations (transaction limits, two-factor authentication). Cliff Rankin noted five instances at the same institution would be passed to payment processors.

Hiring: More tech support staff; a consultant starting the third week of September for tech-support process improvements and MDU-market approach; a consultant working with Jeff on AI search positioning; and interviewing for a candidate to allow Cliff Rankin to “re-retire.”

b. Finance

Cliff Rankin reported:

• Single Audit: Reconciliation of billings against the construction grant (2024–2025) revealed the 2024 Schedule of Expenditures of Federal Awards needs restatement; work is underway with the auditors to reissue that report. The 2025 audit is ongoing, awaiting a draft report.
• Conduit Grant: Through the end of August, 219 locations invoiced to date, totaling approximately $589,000.
• June financials: Recurring revenue up ~$7,000 over May; grant income up ~$380,000 (conduit grant, recognized upon grant signing); net contribution to surplus up ~$300,000 over May, attributable to the conduit grant.
• Cash: Unrestricted cash ~$3.2 million at June 30 (down ~$900,000; ~$600,000 capital, ~$200,000 accounts payable). Restricted cash ~$3.2 million (down ~$1.25 million, primarily due to $1.6 million accrued interest paid June 1).
• Condensed income statement (June): Income ~$1.6 million; cost of goods sold ~$303,000; gross margin ~$1.275 million; other operating expenses ~$581,000; net operating income ~$695,000; other income/expense net negative ~$470,000; net contribution to surplus ~$227,000.
• Debt service: June debt service ~$416,000; covenant requires EBITDA of 1.25×; EBITDA was ~$720,000 (excess $200,000). Cost of goods still high ($185,000) due to transition costs expected to decline. Excess conduit grant revenue ~$232,000 for the month.
• ARPU: Slight downtick in August. Net customers added dropped July to August due to August departures/moves.

CJ Stumpf asked several questions, answered by Cliff Rankin and Liane Allen: the breakdown of “no answer” disconnects (assumed similar to known reasons, ~50% moving); why Fibersmith (they make the software and toggle features); what “hybrid tech support” means (phone support plus field repair during surges); whether June was a net loss without the conduit grant (Cliff Rankin: a slight loss, yes); what “cost of goods sold high” references (direct cost of producing revenue — internet/phone provisioning, GMP pole rental, hub operating costs — elevated by transition costs); and whether the Norwich/Royalton batteries are in temperature-controlled environments (Corey Klinck: yes, heat pumps in each location).

c. Operations

Corey Klinck reported:

• Outages: Very minimal in August; one brief software glitch and a couple of cable repairs.
• Toll-free numbers: Most were not successfully ported from the prior operator and have been disconnected; VISPO is attempting to have the prior operator reactivate them to allow porting.
• Batteries: Battery projects in Norwich and Royalton completed, increasing throughput to 200 amps at 48 volts (doubling throughput, quadrupling runtime). Norwich now ~5–6 hours; goal is closer to 72 hours; professional services being explored to fit more capacity.
• FCC speed testing: With F. X. Flinn’s help, results should be ready by the September 30 deadline.
• 2 Gigabit / Equipment: Corey Klinck proposed allocating $250,000 for Calix cards to replace Zhone cards, noting Zhone’s higher failure rates, management complexity, and Zhone’s financial troubles. The replacement would ready 116 FSAs for 2 Gigabit and gain 100 Gigabit backbone capability on four hubs. He described the plan to first roll out 2 Gigabit where already supported, analyze router costs and logistics, and base further upgrades on take rates.

CJ Stumpf asked whether the ~$250,000 investment would be justified by sales given fast-moving technology; the Chair said this would be addressed in the forthcoming business plan as a menu of investment options for Governing Board decision. Kevin Perron voiced support, noting real demand from high-bandwidth users. David Webb asked whether the new Strafford hub would be multi-gig capable; the Chair explained any hub can be made 2 Gigabit capable by adding a 10 Gigabit-port card and described the customer equipment requirements. F. X. Flinn recounted the 2023 business plan objective of multi-gigabit service and his own test account results in Quechee.

Corey Klinck asked whether the $250,000 Zhone/Calix card replacement could be approved that evening (noting a 12-week lead time). The Chair responded that it requires a vote and more preparation than available and could not be sprung on the Board last-minute, but that a special meeting of the Board or Executive Committee could be called if necessary. No vote was taken.

Election to fill Executive Committee at-large vacancy

The Chair reported that the vacancy arose from the loss of Executive Committee member Clare Holland the prior Thursday; she had sent her resignation a couple of weeks earlier. The Chair proposed adopting a resolution recognizing her service, to be drafted over the coming weeks and sent to her family. Irv Thomae supported this, noting the funeral home obituary did not mention her ECFiber service. Ian Sears referenced the recognition plaques at Royalton. The Chair asked members to email suggested language and named Irv Thomae and Dave Karon to help with the draft.

For the vacancy, Dave Karon asked whether a nomination was needed. The Chair proposed that each of the two interested delegates — Randy Tanenhaus and Ken Parrot — speak briefly, followed by an open floor for endorsements, then voting. This procedure was agreed by consensus.

• Randy Tanenhaus spoke of his years on the Governing Board, committee involvement, IT/startup background, and enthusiasm to contribute.
• Ken Parrot spoke of his years as a delegate, committee and executive-session participation, aviation-industry background in policy and technical management, and focus on the District’s financial viability.

Endorsements were offered and then John Powell conducted the election using OpaVote, emailing ballot links to the town distribution lists for the 21 towns present, with the voting delegate to click the link. During voting, various logistical issues were resolved and Ken Alton asked to be recorded as an abstention. John Powell reported 20 of 21 votes received and closed voting.

While voting was underway, the Chair delivered his Chair Report material (see below). Jim Masland commended ECFiber staff and the Public Service Department for reconnecting a blind resident in Sharon.

Result: John Powell announced the winner as Ken Parrot (9:22 PM ET). The Chair congratulated Ken Parrot and thanked Randy Tanenhaus.

Chair Report

F. X. Flinn outlined the budget and business-plan process for the coming months:

• Preliminary work on the 2027 budget has begun; the VISPO board has begun developing a new business plan, with Joe Canavan heading that effort.
• A draft budget will be presented at the October Governing Board meeting, along with a draft annual report that must be sent to the towns on or before October 21 by statute. That mailing will include the draft budget approved in October and notice of a public hearing to be held in conjunction with the November meeting.
• The business plan draft likely will not be available before the October meeting but will be circulated before the November meeting. At the November meeting, the Board will convene, adjourn to a public hearing on the budget (presenting modifications made in the interim, tied to the business plan draft), close the hearing, and discuss the budget and business plan.
• At the December meeting, both the business plan and budget will be presented for final adoption. Executive Committee and Finance & Audit Committee meetings during this period will be noticed.

The Chair described the new business plan’s focus: identifying KPIs, capital investments, funding options, and options for reducing debt load (potentially refinancing pre-2020 bonds — e.g., retiring ~$40 million and issuing ~$37 million to lower annual debt service and create breathing room in the debt-service coverage ratio). He noted competing capital priorities beyond 2 Gigabit and that final decisions would rest with the Governing Board.

Earlier in the report period, the Chair also highlighted ECFiber’s pricing competitiveness (e.g., $72/month for 100/100 service, the second-lowest in Vermont after promotions), noting the basic service price has not risen in 15 years while speeds increased 20-fold, and discussed the possibility of using unrestricted funds to lower prices.

The Chair also raised the memorial resolution for Clare Holland (recorded under Item 7 above).

Adjournment

The Chair, noting the meeting was approximately 23 minutes over time, thanked all for “being part of the miracle” and declared the meeting adjourned (~9:23 PM ET).