EXHIBIT 1. ELECTRONICALLY FILED Aug 21 11:51 AM - CALHOUN - COMMON PLEAS - CASE#2018CP

Transcription

1 EXHIBIT

2 G Wayne Lorick, Michael W Shuler, Dahl ) C Shuler, Frederick H Stabler, Jr, Tom L ) Doyle, Jr, Sky Strickland, and Ve1telle ) Pondexter-Jamison, individually and as ) representatives of others similarly situated ) and as a representatives of Tri-County ) Electric Cooperative, Inc, ) STATE OF SOUTH CAROLINA COUNTY OF CALHOUN IN THE COURT OF COMMON PLEAS Plaintiffs, ) v ) Tri-County Electric Cooperative, Inc, Heath ) Hill, Maurice P Etheridge, Jr, W Kenneth ) Davis, Jr, F Douglas Shuler, Jr, Barbara R ) Heape and Mary AW Brown, Individually ) and in their official capacity as current ) members of the Tri-County Electric ) Cooperative, Inc Board of Trustees and ) Officers of Tri-County Electric Cooperative, ) Inc, ) Defendants ) -) ) ) ) ) CASE NO 2018-CP COMPREHENSIVE SETTLEMENT AND MUTUAL RELEASE AGREEMENT OF ALL CIVIL CLAIMS This Agreement is made by and between Heath Hill, Maurice P Etheridge, Jr, W Kenneth Davis, Jr, F Douglas Shuler, Jr, Barbara R Heape and Mary AW Brown, individually and in their official capacity as current members and former members of the Tri County Electric Cooperative, Inc, Board of Trustees ("Trustee" or "Resignee"), Tri-County Electric Cooperative, Inc, (the "Cooperative"), Old State Road, Saint Matthews, South Carolina 29135, G Wayne Lorick, Michael W Shuler, Dahl C Shuler, Frederick H Stabler, Jr, Tom L Doyle, Jr, Sky Strickland, and Vertelle Pondexter-Jamison, individually and as representative members of Tri-County Electric Cooperative, Inc, (the "Plaintiffs") The purpose of this Agreement is to resolve all civil claims which were asse11ed or could have been asserted in the civil action styled as G Wayne Lorick, et al v Tri-County Electric Cooperative, Inc, et al; State of South Carolina, County of Calhoun, Court of Common Pleas; Civil Action File No 2018-CP (the "Litigation") and the resolution thereof in order to avoid the substantial costs, unce1tainties, distractions, and inconveniences of litigation, and to

3 establish an amicable arrangement for ending Trustee's term with the Cooperative so that the Cooperative may focus its resources on fulfilling its core mission Each of the Parties agree that the execution of this Settlement Agreement is not to be construed as an admission of liability on the part of any Party hereto, each of whom expressly denies any liability, responsibility or culpability to the other Each Party acknowledges that all of the other Parties to this Agreement have agreed to settle and compromise this dispute in order to avoid litigation expenses and risks, but without any admission or acknowledgement that any of the Parties are entitled to any relief whatsoever as a matter of law or equity The Parties agree this Court must approve this agreement to finalize and terminate the Litigation, and the Parties fmther acknowledge that ending the Litigation on the terms set forth herein is reasonable and appropriate in light of all the circumstances, and the overriding interest of enabling the Cooperative to maintain and carry out its core mission in an orderly manner Upon entry of the Final Order approving the settlement, the Litigation shall be dismissed with prejudice Trustee acknowledges that he/she is entering into this Agreement voluntarily, has had the oppo1tunity to review this Agreement with counsel of his/her choice, and further acknowledges that he/she has carefully read and fully understands all aspects of this Agreement This Agreement shall not constitute an admission by either party of any violation of any legal obligation owed to the other paity or to any person or entity 1 The Parties agree to file with the Court a Joint Motion for Preliminary Approval of Settlement and to Appoint Named Plaintiffs as Class Representatives and to Appoint Plaintiffs' Counsel as Class Counsel ("Joint Motion for Preliminary Approval") 2 Trustee shall resign immediately and simultaneously through the execution of this agreement and the execution of this agreement shall be construed as the time of resignation Trustee shall be permitted, but not required, to also submit a letter of resignation In the event of any conflict, such resignation shall be construed as the time and date of Trustee's execution of this agreement 3 Trustee agrees to never again seek election to the Cooperative's Board of Trustees, either directly or indirectly through a family member, and to strictly refrain from interfering with any aspect of the ongoing operations of the cooperative and Trustee agrees that any such breach of this term is a material breach of this agreement 4 In consideration of the mutual promises set f01th herein, Plaintiffs, of his/her/their own free will, hereby agree to voluntarily release and forever discharge the Trustee (including Trustee's agents, heirs, and assigns, both individually and in their official capacities) and the Cooperative (including its subsidiaries and affiliates, and its and their predecessors, successors and assigns, and its and their current and former directors, officers, members, employees, trustees, attorneys and agents, both individually and in their official capacities with those entities), of and from all civil actions or causes of action, suits, claims, demands, liabilities, damages, complaints, contracts, agreements, and promises, of any j 2

4 civil nature whatsoever, in law or equity, known and unknown, accrued and unaccrued, which Plaintiffs may now have against the Trustee and/or the Cooperative However, this provision does not release any right of the Plaintiffs to claim or receive their own, individual patronage capital as provided by the Bylaws of the Tri-County Electric Cooperative, Inc, or any liability (if any) on the part of the Plaintiffs 5 Trustee, of his/her own free will, hereby voluntarily release and forever discharges the Cooperative (including its subsidiaries and affiliates, and its and their predecessors, successors and assigns, and its and their current and former directors, officers, members, trustees, attorneys and agents, both individually and in their official capacities with those entities), and Plaintiffs (including Plaintiffs' agents, heirs, and assigns), of and from all civil actions or causes of action, suits, claims, demands, liabilities, complaints, contracts, agreements, and promises, of any civil nature whatsoever, in law or equity which the Trustee may now have against the Cooperative and Plaintiffs However, this provision does not release any right of the Trustee to claim or receive their own, individual patronage capital as provided by the Bylaws of the Tri-County Electric Cooperative, Inc, or any liability (if any) on the part of the Trustee 6 The Cooperative, of its own free will, and in the interest of enabling the Cooperative to focus its resources on its core mission of providing reliable electrical service to its membership in a safe and efficient manner, hereby voluntarily releases and forever discharges the Trustee (including Trustee's agents, heirs, and assigns, both individually and in their official capacities) and Plaintiffs (including Plaintiffs' agents, heirs, and assigns), of and from all civil actions or causes of action, suits, claims, demands, liabilities, complaints, contracts, agreements and promises, of any civil nature whatsoever, in law or equity, which the Cooperative may now have against the Trustee and Plaintiffs 7 The Parties agree to file a Joint Motion for Final Approval of the Settlement Agreement once fully executed This Joint Motion for Final Approval with the entry of the Consent Order attached hereto as Exhibit 1 The Pmiies understand and acknowledge that preliminary and final approval of this Settlement Agreement pursuant to Rule 23(b)(1) is required in such manner as directed by the Comi 8 Upon the immediate and simultaneous resignation of each of the Trustees, and execution of this Release by each trustee, Defendants agree to pay ONE-HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,00000) for Plaintiffs' attorneys' fees and costs 9 Trustee agrees not to challenge any actions of the August 18, 2018 meeting of Cooperative members and not to interfere with the ongoing operations of the Cooperative and fmiher agrees that any breach of this clause is a material breach of this agreement 10 Trustee agrees not to take any action on behalf of the Cooperative prior to resigning, including but not limited to taking or affirming any prior action of the Board of Trustees meeting previously scheduled for August 16th and 17th, 2018 and to not interfere with the ongoing operations of the cooperative

5 11 Plaintiffs warrant and represent that they have not filed any civil claim, complaint, or other actions, with the exception of this Litigation, against the Cooperative or Trustee, with any comi, agency, tribunal, or commission 12 Plaintiffs warrant and represent that they have not assigned or in any way transferred or conveyed all or any po1iion of the claims covered by this Agreement 13 The Parties represent to one another that they have the power and are duly authorized to enter into this Agreement with regard to all matters described herein upon the terms set forth and that the persons executing this Agreement are the authorized agents of the respective Pmiies for the purposes of executing this Agreement Upon final approval by the Court, the pmiies agree this action will be dismissed with prejudice 14 This Agreement may not be changed, modified, amended, or altered except by further written agreement signed by the Parties hereto Upon final approval by the Court, the parties agree this action will be dismissed with prejudice 15 The modification or abrogation of any portion of this Agreement by the enactment of any law (state or federal); or by the action of any governmental authority (state or federal); or the decisions of any courts of competent jurisdiction shall not abrogate any other provisions hereof, and the remainder of this Agreement shall remain in full force and effect Otherwise, this Agreement may not modified or changed except upon express written consent signed by all pmiies 16 This Agreement shall be construed to be a valid and enforceable contract entered into and governed by the laws of the State of South Carolina The parties agree that this Agreement represents the entire agreement of the parties concerning its subject matter and supersedes all prior communications, agreements, or understandings, either oral or written, if any, regarding the same 17 Each of the Parties agree to do all such things, take all such actions, and to make, execute, and deliver such other documents and instruments as shall be reasonably requested by any other Party to carry out the provisions, intent, and purposes of this Agreement 18 Plaintiffs acknowledge Trustee denies any wrongful or unlawful conduct or practice of any kind Plaintiffs fmiher acknowledge that this Agreement is in no way an admission or evidence of liability, guilt, or wrongdoing of any kind on the part of Trustee, and that this Agreement cannot and shall not be used as evidence of such in any judicial or quasijudicial forums such as administrative, mediation or arbitration forums 19 This Agreement may be executed in counterpmis which, taken together, shall constitute one and the same instrument Fax signatures and PDF files of original signatures shall be deemed as effective as original signatures for all purposes 20 Upon final approval by the Comi, the parties agree this action will be dismissed with prejudice

6 ' -t,d /NOW THEREFORE, the parties to this Agreement hereby set their hands and seals on this frh da; of August, 2018, Trustee/Resignee ez4 Trustee/Resigne }k--- Trustee/Resignee Trustee/Resignee wmos 5

7 pi res OJ'u Cl' w Trustee/Re$iirke 11Jw:bJ,, On Behalf of Tri-County Electric Cooperative, Inc this_ day of, ! 6

8 this 2D ayof, 2018 Not y Public My Commission Expires: l/22/2tj2''f this day 2018 My Commission Expires: -- this day 2018 Notary My Commission Expires: On Behalf of Tri-County Electric Cooperative, Inc G Wayne Lorick Michael W Shuler Dahl C Shuler this_day 2018 My Commission Expires: 7

9 :Swnrn tn ttncl subscribed befo1 e me lhis _Jay of, 2018 Nouiry Public My Commission Expires: Sworn to <ind subscribed before me this:l ny of L!ST_, 2018 &urua---) kfja-n'cor Notury Public I My Commission Exp[t'es: B:Jz::Zo ZJf fseal] Sv"'Ol'n to mhi subscribe<l before me lhis_dayof,2018 My Commission Expires: l:sbali On liehalfoftri-county Plectric Cooperative, lni:c Michael W Shuler Dahl C Slmlel' Sworn lo ;;md sub cribcd before me this _ dayof, 2018 Not 11-y Public 1 My Commission Expires: lsealj 7

10 Svvorn to and subscribed before me this_day of,2018 My Commission Expires: this_ day of,2018 My Commission Expires: this 2P day of Aue +, 2018, My Commission Expires: U Sep 27 On Behalf of Tri-County Electric Cooperative, Inc G Wayne Lorick Michael W Shuler /Dah1c:Sh u ler this ZO day of Auj"J/, 2018 ubl My Commission Expires: '2 8 5eyt l 7

11 Swo rp JP and su ibed before me this day of, 2018 e;,-#2 : $ff!!1 G> ;pires : *;;r / t ; My Comm Exp : c-;-- ; 0 / \ \ 0 9/19/2022 / j <?a" B\-'':! / : CJ : ' 'rirov S\vo J, l!fp $ d fore me thi day of _, 2018 d:d"f :b t#f ")\i l:!mr ih pires: q myn Exp : >:- : : 09/19/2022 :zg - lf t: 9 l f/ CARO\;,,, ',,,, ' ' ' " '''''' ' ' ' 7A)7,,,:y d--- Tom L Doyle, J1 ( - I 13 St cklan ' CM b /) Vertelle Pondexter-I amison My Commission Expires: S 8

12 Sworn to m1d subscribed before mli this _dnyof,2018 Notm, Puhlic My C mmission Ex1lires: _ l SEJ\LI Sworn to un<l suhscribc<l before me this _day c)f, 2018, Notary Pulilic My Commission Expinis: [SEAi l Sworn to and suhscrlhed before me this day of, 2018,_,_ My Commission Expi1-cs: Sworn to and suhscl'ihcd hefot-e me this2{j'h\jay of aua u :!>± 20 l 8 fua1'1 4,i ' Nota1 y Puhlic My Commission Expires: [SEALl 8 JZ-2DZ Y Fnxlcrick 1-1 Stabler Jr Tom L Doyle, Jr Sky Strickland / l \ I \_ ' /1 I I L " Ui!ALe / Vertelle Pondexter-Jm