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 Tripper Sharp called the meeting of the (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 AN1 PLEDGE Eric Broadwell gave the invocation and led the pledge. IN ATTEN1ANCE 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 Tim Sosebee Kevan Espy Kristi Knight Jenny Carroll Perla Dc La Rosa Angie Jones Bob Schoonover Toby Mabry

2 Minutes of Regular Board of Directors Meeting Page 2 of 7 APPROVAL OF AGENDA Carol Shaddix. Cobb EMC Foundation President Kevin Moore, General Counsel Director Broadwell made a motion to approve the agenda; seconded by Director Boyd. The motion carried unanimously. SAFETY MESSAGE Toby Mabry, Line Forman, delivered the Safety Message on Inspecting the Uninspected. Mr. Mabry discussed the importance of going beyond what is required when inspecting items used at home and at work. Cobb EMC follows all OSHA guidelines for inspections, which are usually required every sixty days. Mr. Mabry recommends going one-step further and performing visual inspections every time an item is used. An on-the-spot visual inspection can prevent injury and ensure everyone s safety. APPROVAL OF PREVIOUS MINUTES Director Broadwell seconded a motion made by Director Crowe]1 to approve the minutes from the November Board of Directors Meeting. The motion carried unanimously. RECOGMZE MEMBERS Chairman Sharp welcomed Cobb EMC member and the newly elected Foundation President, Carol Shaddix, and thanked her for attending. REPORT FROM BUDGET AN]) FINANCE COMMITTEE Director McClellan, Chairman of the Budget and Finance Committee, presented the report from the Budget and Finance Committee Meeting held on December 12, Director McClellan stated the Committee approved the minutes of the November 28, 2016 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 was a $2.5 million loss, which is $300,000 favorable to budget. For the fiscal year to date, Gas South s net income is a $ loss, which is equal to the budget. The results proved to be resilient despite the mild weather for this time of the year. David Johnson, COO, offered the Committee a recommendation for the Wholesale Power Cost Adjustment (WPA) of positive two mils on member s bills rendered in January The Budget and Finance Committee presented to the Board a recommendation to approve the staff recommended WPA of positive two mils starting January 1, Chairman Sharp called for a vote on the motion f;-om the Committee to approve the staff s recommendation of a WPA of positive two mils starting January 1, 2017, with consideration thereof monthly. There being no second necessary, the motion to approve the staffs recommendation of a WPA of two mils starting

3 Minutes of Regular Board of Directors Meeting Page 3 of 7 January 1, with consideration thereof monthly, carried with Director Underwood and Director Broadwell voting to oppose. Tim Sosebee. Senior Vice President of Business Operations presented to the Committee a report on write-offs for the month of November 2016 for $ Robert Steele. CFO, presented a proposed resolution to the Committee to adopt a plan for the deferral of revenue from 2016 to 2017 to assist members by offsetting the impact of increases in wholesale power costs in The Budget and finance Committee presented to the Board a recommendation to approve the resolution. as stated. Chairman Sharp called for a vote on the motion from the Committee to approve the staff s recommendation to adopt the resolution to defer revenue from 2016 to 2017, there being no second necessary, the motion to approve the staff s recommendation carried unanimously. Wanda Lee, Director of Engineering, presented to the Committee proposed amendments to the Construction Work Plan. The amendments included additions for Mountain Park Metering Point 17, Roberts Road Metering Point 19, Square D Breaker Replacements and Tower Gateway Base Installation for $2,846,553. The Budget and Finance Committee presented to the Board a recommendation to approve the amendments, as stated. Chairman Sharp called for a vote on the motion from the Committee to approve the amendments to the Construction Work Plan for $ There being no second necessary, the motion to approve the staff s recommendation carried unanimously. Chairman Sharp stated the financial reports have been reviewed and are ready for submittal to the auditors. REPORTS FROM COMMITTEES Audit Committee Director Rudy Underwood, Chairman of the Audit Committee, stated the Committee did not meet and there was no report at this time. The Committee will meet in January Public Affairs and Education Committee Director Bodner, Chairperson of the Public Affairs and Education Committee, stated the Committee did not meet and there was no report at this time. The Committee will meet in January Governance Committee Director Ed Crowell, Chairman of the Governance Committee. stated the Committee met with all Board members on November 20, 2016 to discuss the results of the 2016 Board self assessment. 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.

4 reviewed Minutes of Regular Board of Directors Meeting Page 4 of 7 Energy Portfolio Committee Director David Tennant, Chairman of the Energy Portfolio Committee, stated the Committee did not meet and there was no report at this time. Human Resource Committee Director Swanson, Chairman of the Human Resource Committee, stated the Committee did not met and there was no report at this time. APPROVE APPLICATIONS %ND CANCELLATIONS OF MEMBERSHIPS Chip Nelson, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 1,635 activations and 1,390 cancellations, resulting in a net positive of 245 new members in the month of November. Net additions for the year total 1,559 and the member count as December 1, 2016 was 181,432. Director Broadwell made a motion to approve the applications for new memberships and approve cancellations of memberships, as presented, seconded by Director Boyd. The motion carried unanimously. REVIEW SAFETY REPORT David Johnson presented the November 2016 Board Safety Report on behalf of Jamey Hulsey, Senior Vice President of Electric Operations: November 2016 Results November Safety Meetings - attendance remains at 100% for all departments. Preventable Vehicle Accidents - reviewed and compared annual totals for 2012 through 2016 with one preventable vehicle accident occurring in November 2016 and fifteen yearto-date. Safety Violation Incidents - reviewed and compared annual totals for 2012 through 2016 with one safety violation occurring in October 2016, and one violation occurring November Twenty-nine safety violation incidents have occurred year-to-date. Recordable Injury Comparison - and compared annual totals for 2012 through 2016 with no violation injuries occurring in November Twelve non-violation injuries have occurred year-to-date. Incident / DART Rate (includes preventable and non-preventable injuries) - reviewed and compared annual totals for 2012 through Cobb EMC s year-to-date cumulative incident rate is 2.32, which decreased significantly from the 2015 rate of The year to-date dart rate for 2016 is 1.35, which also decreased significantly from the 2015 rate of 2.4. The 2016 Safety Goal is 100 percent. Due to one violation injury in a daily success rate of 99.7 percent has been achieved; 334 out of 335 days has passed without a violation injury. with 320 days since the last violation injury.

5 Minutes of Regular Board of Directors Meeting Page 5 of 7 Percentage of Safety Participation Mr. Johnson presented on safety participation from 2014 to present. Yearly totals for 2014 were 30.9 percent, 42.1 percent in 2015 and percent year-to-date for Mr. Johnson noted Cobb EMC s ongoing commitment to safety is evident in these increasing numbers. REPORT FROM PRESIDENT AN]) CEO Chip Nelson. President and CEO, reminded Board and Staff of the January 2$, 2017 Annual Chamber Dinner. Mr. Nelson noted to RSVP to Kevan Espy by January 6, Mr. Nelson stated he received a Christmas card from Mr. Thomas Samples, a loyal member of Cobb EMC since early 1940, thanking the cooperative for the true bargains in prices and ninety nine percent electric service. Mr. Nelson noted he appreciated Mr. Sample s kind words and his lifetime membership with Cobb EMC. Mr. Nelson commented Gas South has captured seventy-nine percent of customer s cell phones and received permission to forward Gas South related text messages to their phones to relay pertinent messages to its customers. Mr. Nelson noted Gas South consulted with the company s attorneys on this action, which they found appropriate and lawful. Mr. Nelson stated he and Kevan Espy recently met with Mike Boyce. the next Chairman of the Board of Commissioners for Cobb County beginning January 1, Kevin Greiner. President and CEO of Gas South, also met recently with Chairman Elect Boyce, and gave him a tour of the Gas South facilities. Mr. Nelson commented he plans to invite Chairman Boyce to tour Cobb EMC in the next few months. MARKETING AND CORPORATE COMMUMCATIONS REPORT Kevan Espy, Vice President of Marketing and Corporate Communications, presented the November 2016 Marketing and Corporate Communications report. Mr. Espy noted Gas South information is now included in the new member welcome kits. Mr. Espy reported on Cobb EMC s Cooperative Solar initiative launched November 1, The 2016 goal for solar blocks sold is 1,000. As of November 2016, 151 members have purchased 358 blocks on the program. Mr. Espy reported on Smart Choice accounts for November 2016, which totaled 2,375 active accounts and an opt-in number totaling 156. Year-to-date accounts total 24,734. Mr. Espy highlighted the cooperatives community involvement for November. Cobb EMC hosted its annual Veteran s Day event, which was a huge success. Past and present veterans of Cobb EMC were honored along with those actively serving in the armed forces. Dignitaries from Dobbins Air Force Base were present and participated in the event. Mr. Espy introduced the newly elected Community Foundation President, Carol Shaddix, who presented an overview of Foundation distributions for Ms. Shaddix reported total distributions for 2016 were $ which included $ distributed to local charities, and S70,000 to scholarships.

6 Minutes of Regular Board of Directors Meeting Page 6 of 7 REPORT FROM GENERAL COUNSEL General Counsel. Kevin Moore, stated he had nothing to report at this time. REPORT FROM DIRECTORS 1. Director Bodner stated she attended the NRECA Winter School for Directors and attended a capital credits class. Director Bodner plans to create a list of useful information she learned from the class to share with the Board. 2. Director Swanson commented he also attended the NRECA Winter School for Directors and attended a class on cooperative structure, and continuity management and emergency response planning for directors. 3. Chairman Sharp stated he attended the NRECA Winter School for Directors and attended a class on cooperative structure, and continuity management and emergency response planning for directors. 4. Director Boyd noted he too attended the NRECA Winter School for Directors and attended a class on continuity management and emergency response planning for directors and a capital credits class. 5. Director Broadwell stated he also attended the Winter School in Nashville and attended a class on cooperative structure, and continuity management and emergency response planning for directors. Director Broadwell discussed a program currently utilized by Taylor Electric Cooperative in Medford, Wisconsin and recommended Cobb EMC explore this program. OLD BUSINESS Update to 2017 Board Calendar Motion made by Director Boyd to move the February 28, 2017 Board Meeting to February 21, 2017 seconded by Director Broadwell. The motion carried unanimously. Director Crowell made a motion to combine the November and December 2017 Board Meetings. Kevin Moore stated he would explore the Cobb EMC Bylaws to see if there is a conflict with this request. There being no second necessary, the motion to approve Director Crowell s motion carried unanimously, pending any adverse results of Mr. Moore s findings. Release of November 2016 Executive Session Minutes Motion made by Director Boyd to Release a portion of the November 2016 Executive Session Minutes related to employee Christmas bonuses for 2016, motion seconded by Director Crowell. The motion carried unanimously.

7 Minutes of Regular Board of Directors Meeting Page 7 of 7 from Executive Session of November 29, 2016: By recommendation of the Human Resource Committee, Director Swanson presented a motion to approve Christmas bonuses to employees for $750, there being no second necessary the motion was approved unanimously. Employees will receive their Christmas bonuses at a series of meetings held in the Community Room of Building 9000 on Thursday, December 16, Jenny Carroll, Executive Administrative Assistant, will send the meeting times to the Board via . NEW BUSINESS Director Bodner discussed eliminating printed materials distributed at the monthly Board meetings. In lieu of printed reports, Director Bodner suggested Board members access presentations electronically on their ipads via Dropbox. Director Bodner stated some financial reports might need to be printed, but eliminating the majority of printed materials would cut down on cost and streamline meetings. The Board agreed to discuss the matter further in the future. Director Crowell made a motion to award a $5,000 bonus to the President and CEO for public relations purposes to promote the interest of Cobb EMC: seconded by Director Broadwell. The motion carried with Director Tennant voting to oppose. EXECUTIVE SESSION time. Chairman Sharp stated there was no new business to discuss in Executive Session at this ADJOURNMENT There being no further business, Director Broadwell made a motion to adjourn the meeting; seconded by Director Boyd. The motion carried unanimously. Malcolm Swanson Secretary/Treasurer Tripper Sharp Chairman