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

Transcription

1 MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA CALL TO ORDER Chairman David McClellan 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 Ed Crowell 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 Kelly Bodner Malcolm Swanson Eric B. Broadwell Rudy Underwood Ed Crowell Others in attendance were: Peter Heintzelman, CEO Brett Stover, CFO Kevan Espy Tim Sosebee Kristi Knight Mark Goddard Tim Jarrell Ron Younker Leslie Thompson Jenny Carroll Perla De La Rosa Andy Gramling

2 Minutes of Regular Board of Directors Meeting Page 2 of 7 Mayson Smith John Umphlett Vickie Tardif Kimberly Stallworth, Member Guest Thomas A. Schroeder, Member Guest Kevin Moore, General Counsel APPROVAL OF AGENDA Director Boyd made a motion to approve the agenda, seconded by Director Broadwell. The motion carried unanimously. SAFETY MESSAGE Mayson Smith, new employee and Director, Program Management Office (PMO), delivered the Safety Message on fireplace and gas log safety. Mr. Smith offered the following safety tips; Ensure the fireplace is properly vented and the damper always remains open for gas logs and wood burning fires Mount a carbon monoxide detector near the fireplace and replace old batteries when needed As an added safety measure, open a window or door near the fireplace just before using to allow air into the home. Many of our homes are energy efficient and as a result air tight which can inhibit both combustion and the formation of the draft of air that is necessary to carry smoke up the chimney APPROVAL OF PREVIOUS MINUTES Chairman McClellan called for a vote to approve the minutes from the November 27, 2018 Board of Directors Meeting. Director Bodner seconded a motion made by Director Sharp to approve the minutes. The motion carried unanimously. RECOGNIZE MEMBERS Chairman McClellan welcomed member guests Kimberly Stallworth and Thomas A. Schroeder to the meeting. REPORT FROM BUDGET AND FINANCE COMMITTEE Director Underwood, Chairman of the Budget and Finance Committee, presented the report from the Budget and Finance Committee Meeting held on December 17, Director Underwood stated the Committee approved the minutes of the November 26, 2018 Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update on Gas South s financial results as of November Gas South s net income for November

3 Minutes of Regular Board of Directors Meeting Page 3 of 7 was reported at $4.8 million, which is $700,000 favorable to budget. For the fiscal year-to-date, Gas South s net income is $800,000 which is $1.9 million favorable to the budget. The Committee received the Financial and Statistical Report for Cobb EMC for the month of November 2018 by Brett Stovern, Chief Financial Officer. The net margin for November was reported at $5.1 million which is $4.9 million favorable to the budget. The calendar year-to-date net margin is $44.8 million which is $14.1 million favorable to budget. Tim Sosebee, Senior VP of Business Operations, presented to the Committee a report on write-offs for the month of November 2018 for $53,771. In New Business, Peter Heintzelman, President and CEO, announced Director David Tennant had reached Director Gold status from NRECA and presented him with a certificate for his achievement. Director Gold credential recognizes directors committed to continuing their education beyond the CCD and BLC and who desire a tangible credential that demonstrates their ongoing commitment to advancing their knowledge and performing their fiduciary duty to the best of their ability. Kevin Milman, Director, Power Supply, reported on the Power Cost Update for the month of November. The Committee received a staff recommendation for the Wholesale Power Cost Adjustment (WPA) of negative 8 mils on member s bills rendered in January The Committee recommended the Wholesale Power Adjustment (WPA) of negative 8 mils for the month of January The WPA will be reviewed monthly and adjusted if necessary. Chairman McClellan called for a vote on the motion from the Committee to approve the recommendation of a Wholesale Power Adjustment of negative 8 mils starting January 1, 2019, with consideration thereof monthly. There being no second necessary, the motion to approve the Committee s recommendation, with consideration thereof monthly carried unanimously. Chairman McClellan stated the financial reports have been reviewed and are ready for submittal to the auditors. REPORTS FROM COMMITTEES Audit Committee Director Broadwell, Chairman of the Audit Committee, stated the Committee did not meet in December but plans to meet in January Public Affairs and Education Committee Director Swanson, Chairman of the Public Affairs and Education Committee, stated the Committee did not meet and he had nothing to report. Governance Committee Director Ed Crowell, Chairman of the Governance Committee, stated the Committee did not meet in December but plans to meet in January 2019 to discuss Bylaws and capital credits. Energy Portfolio Committee

4 Minutes of Regular Board of Directors Meeting Page 4 of 7 Director David Tennant, Chairman of the Energy Portfolio Committee, stated the Committee did not meet and he had nothing to report. Human Resource Committee Director Bodner, Chairperson of the Human Resource Committee, stated the Committee plans to meet next on Wednesday, December 19, APPROVE APPLICATIONS AND CANCELLATIONS OF MEMBERSHIPS Peter Heintzelman, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 1,600 activations and 1,396 cancellations, resulting in 204 net new members in November. The member count year to date is 1,495 and the total member count as of December 1, 2018 was 184,769. Director Broadwell made a motion to approve the applications for new memberships and approve cancellations of memberships, seconded by Director Boyd. The motion carried unanimously. REVIEW SAFETY REPORT Andy Gramling, Cobb EMC s new Director of Safety, presented the November 2018 Board Safety Report. November 2018 Results November Safety Meetings - attendance is 100% for all departments, which includes 84 make-ups Preventable Vehicle Accidents - displayed annual totals from 2014 through 2018 with zero preventable vehicle accident occurring in November 2018 with a total of ten year-todate Safety Violation Incidents - displayed annual totals from 2014 through 2018 with zero safety violations occurring in November 2018 with a total of twenty-one year-to-date. Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with one non-violation, and zero violations injuries occurring in November There have been nine non-violation and zero violation injuries year-to-date Incident / Days Away, Restricted, or Transferred (DART) Rate (includes preventable and non-preventable injuries) - displayed annual totals from 2014 through Cobb EMC s year-to-date cumulative incident rate is 2.19 and the year-to-date DART rate is 0.73 Safety Goal for 2018 = 100 percent the 2018 daily success rate is 100 percent; 334 out of 334 days have passed without a violation injury; 462 days have passed since the last violation injury Percentage of Safety Participation

5 Minutes of Regular Board of Directors Meeting Page 5 of 7 Yearly totals for safety participation in 2015 were 42.1 percent, 79.7 percent in 2016 and in Safety participation increased from percent in November to percent in December. Mr. Gramling announced the Commitment to Zero Contacts campaign was launched and a committee for this initiative will be formed in early MARKETING AND CORPORATE COMMUNICATIONS REPORT Mark Goddard, Interim Head of Marketing and Corporate Communications, presented the November 2018 Marketing and Corporate Communications report. Mr. Goddard discussed the Electric Vehicle (EV) initiative. Currently 143 members are on the NiteFlex Rate. Of the 143 members, 83 members own an electric vehicle and 4 own two EVs. Mr. Goddard reviewed the EV web page analytics from November 1 to November 30, 2018 and played a video of Cobb EMC employees test driving the cooperative s EV vehicles. Regarding the Cobb EMC App, there have been 51,466 downloads by members since the apps inception in March of A total of 31,148 member/consumers opened the November e- news and 4,216 member/consumers clicked on the promotion for a chance to win prizes. Mr. Goddard reviewed the Wholesale Power Adjustment (WPA) Communication Strategy launched to announce to members the WPA of negative 20 mils for bills rendered in December There was a ninety-one percent increase in open rate for e-news and a 25,000 percent increase over the previous web news story published. Regarding social media, three videos were posted and boosted weekly leading up to Christmas. Media Coverage for our WPA announcement was covered by the MDJ, Cherokee Tribune, Cherokee Ledger-News, and Patch.com for multiple counties. Other communications include postcards, a digital billboard, a campus sign, bill message, bill insert, SmartHub pop-up and a website hero image. Mr. John Umphlett, President of the Cobb EMC Foundation, presented the quarterly report and introduced his replacement for 2019, Ms. Vickie Tardif. Mr. Umphlett thanked the Board and Staff for their continued support of the foundation and for the opportunity to serve the cooperative while in this position. Mr. Umphlett reported Foundation distributions for December 2018 totaled $75,600. For the fourth quarter, 90 applications were reviewed, 64 grants were granted, and $226,800 disbursed. Since its inception five years ago, over $4.0 million has been disbursed. Mr. Umphlett noted that he would continue to serve the Foundation as secretary in In December, the Boston Elementary and Bells Ferry Elementary Choruses performed in the Bo and Mary Jean Pounds Auditorium. The Employee Christmas Party is scheduled for Friday, December 21, 2018 beginning at 7:30 for a drop-in breakfast. REPORT FROM PRESIDENT AND CEO Peter Heintzelman, President and CEO, presented on an active month for Cobb EMC: External Engagement Conducted an MDJ interview for publication in the Cobb Business Journal. The article was then distributed nationwide by the NRECA

6 Minutes of Regular Board of Directors Meeting Page 6 of 7 Served as the keynote speaker at the Georgia Solar Energy Association Attended the First Select Cobb meeting, Board Reception and International Council Meeting (Chair) Invited to attend a service at The Marietta Adventist Church to receive a donation of $20,000 to help Cobb EMC members in need ACRE and Georgia PAC fundraising ongoing this month Internal Engagement Launched the Zero Contacts safety program Held the quarterly senior staff strategic offsite meeting - performance and personnel focused Launched revised Performance Review process and training Setting goals for P3 in 2019 and working to incorporate individual performance element Holding ten to fifteen-person Q and A meetings with employees is proving fruitful for all Consultant hired to assist Ron Younker, VP of Human Resources with major strategic projects REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore, stated he had nothing to report. REPORT FROM DIRECTORS Director Sharp received positive feedback from members regarding the WPA credit received on their December bills. Director Sharp attended the NRECA Winter School for Directors and attended an informative class on The Evolution of Electric Cooperative Power Supply Director Bodner thank the Board for promptly completing the CEO Evaluation. Director Bodner attended the NRECA Winter School for Directors and attended the class, Giving and Receiving Feedback. Director Bodner thanked several Cobb EMC Employees for attending her school s Can-Struction event Director Crowell acknowledged Cobb EMC employees Nurdan Cornelius and Kevan Espy for the recognition they received in the December Edition of RE Magazine article, Technology Trends: 'The Cobb 5. The article discussed the advanced data analytics used to help our cooperative segment its membership into five groups, which was then used to identify members' interests and define the best method for outreach. Director Crowell also acknowledged Cobb EMC employee Bhaji Dhillon for the recognition he received in the December Edition of Water Online as a recipient of The Sensus Reach Award. The Sensus Reach Award recognizes innovation, problem solving and results among public service providers and Sensus distributors and employees. Mr. Dhillon, System Quality and Planning Director, oversaw the implementation of the cooperative s new outage management system and built the interface so all their systems could communicate

7 Minutes of Regular Board of Directors Meeting Page 7 of 7 Director Tennant attended the NRECA Winter School for Directors and participated in the class, Risk Oversight: The Board's Role in Risk Management. Mr. Tennant announced he recently achieved Director Gold status. Director Tennant worked with Cobb EMC staff to assist a member with a pole issue Director Boyd attended the NRECA Winter School and attended an informative class on The Evolution of Electric Cooperative Power Supply Director Broadwell attended the NRECA Winter School and attended two educational classes on Conversation Skills Outside the Boardroom and Rate Making Strategies and Policy Decisions for Electric Co-op Boards. Director Broadwell welcomed new Foundation Chairperson, Vickie Tardif Chairman McClellan attended the NRECA Winter School and attended two informative classes on Giving and Receiving Effective Feedback and Cooperative Communications and Public Opinion OLD BUSINESS Chairman McClellan stated there was no old business to discuss. NEW BUSINESS A discussion was held regarding the Gas South website and expanding its use for members. EXECUTIVE SESSION Chairman McClellan stated there were no items to discuss. ADJOURNMENT There being no further business, Director Underwood made a motion to adjourn the meeting; seconded by Director Sharp. The motion carried unanimously. Rudy Underwood Secretary/Treasurer David McClellan Chairman