MIMJTES Of REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA

Transcription

1 MIMJTES Of REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA July CALL TO ORDER Chairman Tripper Sharp called the meeting of the Cobb Electric Membership Corporation (hereinafter Cobb EMC ) Board of Directors to order at approximately 4:00 p.m. The meeting was held in the Board Room of the Administrative Building. INVOCATION AND PLEDGE Robert Steele gave the invocation and led the pledge. IN ATTENDANCE The following members of the Board of Directors were present: Bryan Boyd Tripper Sharp David McClellan David Tennant Ed Crowell Kelly Bodner Malcolm Swanson Eric B. Broadwell Rudy Underwood Others in attendance were: Chip Nelson David Johnson Robert Steele Jamey Hulsey Tim Sosebee Kevan Espy Leslie Thompson Kristi Knight Jenny Carroll Bob Schoonover Jessica Barron

2 Minutes of Regular Board of Directors Meeting Page 2 of 8 APPROVAL OF AGENDA Tiffany Harworth Monica Aguilar Everett Robinson Wesley Thames Charity Wilson Kevin Moore, General Counsel David Tyler. Member Guest Amy Smith, Member Guest Chairman Sharp requested the acceptance of the External Audit be added to Old Business. Chip Nelson requested a construction update presented by Tim Sosebee be added to Old Business. Director Boyd made a motion to approve the agenda, as amended: seconded by Director McClellan. The motion carried unanimously. SAFETY MESSAGE Tiffany Harworth, Learning and Development Coordinator, presented the Safety Message on summer water safety. Summertime means spending time in and around water, Ms. Harworth offered the following tips on how to stay safe while enjoying water related activities: Only swim in designated areas and make sure to have a buddy with you at all times Make sure you know how to swim. If you are not a confident swimmer. consider taking swim lessons Consider wearing a Coast Guard certified life vest when swimming or near water When boating, ensure all passengers have access to a Coast Guard certified life vest Refrain from drinking alcohol when swimming Ms. Harworth also spoke about secondary drowning, a term used to describe a drowning complication, which often occurs in children. Secondary drowning takes place when water gets into the lungs. The lungs can become irritated and fluid can build up, causing a condition called pulmonary edema. Likely, you would notice a child having trouble breathing right away. and it might get worse over the next 24 hours. This event is rare. but can happen. Symptoms of this condition include: Coughing Chest pain Trouble breathing Lethargy Vomiting Loss of appetite Changes in behavior

3 Minutes of Regular Board of Directors Meeting Page 3 of 8 Ms. Harworth discussed the Emerging Leader Program at Cobb EMC. This year s program focused on five select employees and their professional and personal development. Each participant received various tasks and challenges over this past year to complete to learn about the overall operations of the cooperative. This year s Emerging Leaders are Monica Aguilar, Jessica Barron, Everett Robinson. Wesley Thames and Charity Wilson. Each program participant addressed the Board and Staff and expressed their thanks for the opportunity to participate in the program. APPROVAL OF PREVIOUS MINUTES Chairn-ian Sharp called for a vote to approve the minutes from the June 27, 2017 Board of Directors Meeting. Director Bodner seconded a motion made by Director Boyd to approve the minutes. The motion carried unanimously. RECOGNIZE MEMBERS Chairman Sharp welcomed member guests David Tyler and Amy Smith present at the meeting. REPORT FROM BUDGET AND FINANCE COMMITTEE Director McClellan, Chairman of the Budget and Finance Committee, presented the report from the Budget and Finance Committee Meeting held on July Director McClellan stated the Committee approved the minutes of the June 26, 2017 Committee meeting. Kevin Greiner, President and CEO of Gas South. presented an update on Gas South s financial results as of June Gas South s net income for June was a loss of $1 million, which is favorable to budget by $200,000. The fiscal year-to-date is a loss of $900,000, which is $400,000 favorable to budget. The Committee received a report on the Financial and Statistical status for the month of June 2017 by Robert Steele, CFO. The net margin for June was reported at $4.3 million, which is $3.8 million better than budget. Mr. Steele noted the calendar year-to-date net margin was reported at $7.0 million, which is less than budget by $200,000. The Balance Sheet at the end of June is $912.2 million. The Committee received a staff recommendation for the Wholesa]e Power Cost Adjustment (WPA) of zero mils on member s bills rendered in August The Committee recommended the Wholesale Power Adjustment (WPA) be adjusted to zero mils beginning the month of August The WPA will be reviewed monthly and adjusted if necessary. Chairman Sharp called for a vote on the motion from the Committee to approve the recommendation of a WPA of zero mils starting August 1, 2017, with consideration thereof monthly. There being no second necessary, the motion to approve the Committee s recommendation, with consideration thereof monthly carried unanimously. Tim Sosebee, Senior Vice President of Business Operations presented to the Committee a report on write-offs for the month of June 2017 for $55,210. The Committee received a proposal from Mr. Steele and Mr. Sosebee for Capital Credit Retirement. The Committee recommended a retirement of $13,603,835. Discussion ensued on

4 Minutes of Regular Board of Directors Meeting Page 4 of 8 the pros and cons of several retirement options presented and the method by which members will receive the retirement. Chairman Sharp called for a vote on the motion from the Committee to approve the recommendation for Capital Credit Retirement of $13,603,835. There being no second necessary, the motion to approve the Committee s recommendation carried with Director McClellan voting to oppose. Director McClellan noted he voted against the $13 million retirement, but is in favor of a $10 million capital credit retirement, as it would allow the EMC to reach a healthy 40% equity ratio more quickly. Director Boyd made a motion to issue the Capital Credit Retirement in the form of bill credits to current members, and mailed checks to former members, seconded by Director Broadwell. After discussion, Director Underwood made a substitute motion to issue Capital Credit Retirement as follows: for retirements under $10.00, members would receive a bill credit. Members with retirements over $10.00 would receive a check via mail (all former members regardless of amount would receive a mailed check). Director Crowell seconded the substitute motion. Chairman Sharp called for a vote on the substitute motion and the motion carried with a five to four vote. The substitute motion having passed, the initial motion was therefore rendered moot, with no action required. Chairman Sharp stated the financial reports have been reviewed and are ready for submittal to the auditors. REPORTS FROM COMMETTEES Audit Committee Director Rudy Underwood, Chairman of the Audit Committee, made a motion from the Committee s recommendation to approve the Cobb EMC Internal Audit Charter. There being no second necessary, the motion to approve the internal audit charter carried unanimously. Public Affairs and Education Committee Kelly Bodner, Chairman of the Public Affairs and Education Committee, stated the Committee met July 6, 2017 and discussed the Annual Meeting Agenda. Director Bodner presented the draft agenda to the Board. Chairman Sharp requested the Board Chair Report (agenda item III.) and the President s Comments (agenda item IV.) switch places on the agenda. Director Crowell made a motion to approve the Annual Meeting Agenda, as amended: seconded by Director Boyd. The motion carried unanimously. Governance Committee Director Ed Crowell, Chairman of the Governance Committee, stated the Committee did not meet but plans to meet in August to discuss the terms and conditions regarding working with vendors.

5 Minutes of Regular Board of Directors Meeting Page 5 of 8 Affiliated Transactions Committee Director Eric Broadwell, Chairman of the Affiliated Transactions Committee, stated there was no cause for the Committee to meet and, therefore, no report at this time. The Committee plans to meet in August. Energy Portfolio Committee Director David Tennant, Chairman of the Energy Portfolio Committee, Committee did not meet, and there was no report at this time. stated the Human Resource Committee Director Swanson, Chairman of the Human Resource Committee, stated the Committee did not meet, and there was no report at this time. The Committee plans to meet in August. APPROVE APPLICATIONS ANI CANCELLATIONS OF MEMEERSifiPS Chip Nelson, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 2,529 activations and 2,557 cancellations, resulting in negative 28 new members in the month of June. Net additions for the year total I,059 and the member count as July 1, 2017 was 182,620. Director Crowell made a motion to approve the applications for new memberships and approve cancellations of memberships, as presented, seconded by Director Broadwell. The motion carried unanimously. REVIEW SAFETY REPORT Jamey Hulsey, Senior Vice President of Electric Operations presented the June 2017 Board Safety Report. June 2017 Results Mr. Hulsey was pleased to announce the cooperative achieved all zeros for June. June Safety Meetings - attendance remains at 100% for all departments, which includes eighty-two total make-ups. Preventable Vehicle Accidents - reviewed and compared annual totals for 2013 through 2017 with zero preventable vehicle accident occurring in June 2017 and four year-todate. Mr. Hulsey reviewed many of the company-wide efforts recently implemented to reduce vehicle accidents and decrease this number in years to come. Safety Violation Incidents - reviewed and compared annual totals for 2013 through 2017 with zero safety violations occurring in June 2017 with a total of twelve year-to-date. Recordable Injury Comparison - reviewed and compared annual totals for 2013 through 2017 with zero non-violation and zero violation injuries occurring in June Seven non-violation and one violation injuries have occurred year-to-date.

6 the Minutes of Regular Board of Directors Meeting Page 6 of 8 Incident / DART Rate (includes preventable and non-preventable injuries) - reviewed and compared annual totals for 2013 through Cobb EMC s year-to-date cumulative incident rate is 1.65 and the year-to-date dart rate is Safety Goal for 2017 = 100 percent 2017 daily success rate is 99.4 percent; 180 out of 181 days has passed without a violation injury, with 143 days since the last violation injury. Percentage of Safety Participation Mr. Hulsey offered a presentation on safety participation from 2014 to present. Yearly totals for 2014 were 30.9 percent percent in 2015 and in Safety participation remained the same from last month s percent. Mr. Hulsey noted the cooperative is working diligently each month to trend this number upward. REPORT FROM PRESENT ANTI CEO Chip Nelson, President and CEO, provided a report on the following: Thunderstorms and other extreme weather conditions this spring and summer have caused the SATDI number to weaken. Mr. Nelson stated he plans to address this issue with members at the upcoming Annual Meeting. The 2017 Planning Meeting is scheduled for Friday, August 18, 2017 beginning at 3:00 p.m. at the Marietta Convention Center. Staff is currently investigating the option of moving the Pension Plan to NRECA and will be reporting to the Human Resource Committee on that option. Mr. Nelson announced Gas South employee Meredith Hodges would be stepping down from her position as Vice President of Human Resources and External Affairs. Gas South plans to eliminate this position. Ms. Hodges will continue to work with Gas South on a part-time basis. Mr. Nelson reviewed the newly revised Gas South Executive Team: I. Kevin Greiner remains President and Chief Executive Officer. 2. Jamie Tiernan remains Chief Financial Officer and Secretary - title of Vice President of Finance changed to Vice President. 3. Manon Brochu appointed Vice President and General Manager of Mass Markets. 4. Chris Coan appointed Vice President and General Manager of Business and Governmental Markets. 5. Freddy Cardozo appointed Vice President of Supply and Risk Management. MARKETING AND CORPORATE COMMUMCATIONS REPORT Kevan Espy, Vice President of Marketing and Corporate Communications, presented the June 2017 Marketing and Corporate Communications report. Mr. Espy reported on Smart Choice accounts for June 2017, which totaled 35,213 active members. Mr. Espy discussed the Cobb EMC App. which had 2,113 downloads in June and 12,084 downloads since its release.

7 experienced down up Minutes of Regular Board of Directors Meeting Page 7 of $ Cobb EMC recently hosted the Home Energy Makeover Ribbon Cutting ceremony. A video of this event is available to view in Dropbox. Members of the cooperative attended the Cobb Chamber Marietta Area Council Meeting. The meeting s focus was on the STEM (science, technology, engineering, and mathematics) initiative. Cobb EMC presented Miss Peyton Gully of Pope High School the Positive Energy Award for $1,000. Miss Gully is a local student-athlete battling leukemia. After an extended absence, Miss Gully plans to return to school this fall. Mr. Espy reviewed the J. D. Power and Associates Syndicated Results. From 2012 to present, Cobb EMC s scores have steadily increased. Cobb EMC received its highest score to date of 748 for This score exceeds the target P3 Corporate Goal of 732 for Other marketing highlights include: Secured media coverage - 2,300 percent from first quarter of 2017 Media tone some negative media tones in the first and second quarter due to the Brown case and the RTF. Q2 Facebook results slightly due to the RW and power outages from recent storm activity. Q2 Twitter results similar to QI. The cooperative is focusing on quality over quantity with Twitter activity. Mr. Espy provided the Community Foundation Update and reported total distributions for July 2017 totaled $72,150. REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore, stated he had nothing to report at this time. REPORT FROM DIRECTORS Director Broadwell commented he recently spoke to a member regarding Peak Day text messages. Director Broadwell spent time explaining to the member the advantages of our program to that of our competitors. Director Broadwell suggested continued education for our members on Peak Day events. OLD BUSINESS Acceptance of External Audit Director Underwood, Chairman of the Audit Committee, stated the Audit Committee received the Consolidated Financial Statements as of April 30, 2017 and 2016 and Independent Audit Report from McNair, McLernore, Middlebrooks & Co., LLC. Director Underwood made a motion to accept the external audit. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously.

8 Minutes of Regular Board of Directors Meeting Page $ of $ Construction Progress Update Tim Sosebee. Senior Vice President of Business Operations offered an update on the Building 1000 renovations. - November - Phase - Total - To - April of 2016 Phase 1 began with demolition of the lower level of 1000 us 75 percent complete (September 15-goal for completion of Phase 1 project is 47 percent complete date. $5.3 million spent of the $12.4 million total budget 1 of goal for project completion The Pounds Auditorium has a seating capacity of 400 as opposed to the former Community Room. which only had a capacity of 225. NEW BUSINESS Chairman Sharp stated there was no new business at this time. EXECUTIVE SESSION Director Broadwell made a motion to enter Executive Session to discuss rca] estate and a personnel matter seconded by Director McClellan. The motion carried unanimously. The Directors went into Executive Session. Motion by Director Tennant to exit Executive Session, seconded by Director McClellan, the motion carried unanimously. ADJOURNMENT There being no further business, Director Broadwell made a motion to adjourn the meeting; seconded by Director Bodner. The motion carried unanimously. Malcolm Swans6n Secretary/Treasurer Tripper Sharp Chairman