Minutes of the 2016 Annual Meeting of Members September 17, 2016 Cobb Electric Membership Corporation. MINUTE S OF THE 2016 ANNUAL MEETING Of MEMBERS

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1 Step MINUTE S OF THE 2016 ANNUAL MEETING Of MEMBERS COBB ELECTRIC MEMBERSHIP CORPORATION SEPTEMBER 17, 2016 REGISTRATION OF MEMBERS The polls were officially opened at 7:30 a.m. CALL TO ORDER Chairman of the Cobb EMC Board of Directors, Bryan Boyd, called the 78th Annual Meeting of Members of to order on September 17, 2016 at 8:30 a.m. The meeting was held at Jim R. Miller Park, 2245 Callaway Road, Marietta. Georgia, CANDIDATE AND SPONSOR REMARKS Chairman Boyd provided an opportunity for the candidates for director to address the members, as well as, sponsors of the bylaw amendments on at 8:30 a.m. The following director candidates addressed the members: Bill Boyle, Director David McClellan. Director Tripper Sharp and Chairman Bryan Boyd. The following bylaw sponsors addressed the members: Mark Hackett and on behalf of the Cobb EMC Board of Directors. Director Ed Crowell. CLOSE REGISTRATION AND VOTING polls. At approximately 9:30 a.m., Chairman Boyd closed the registration of members and voting AWARDING OF DOOR PRIZE Chairman Boyd hetd the Early Bird Drawing for a $ Visa gift card. SAFETY MESSAGE Chairman Boyd introduced Wesley Thames, Cobb EMC first Class Lineman Two, to present the Safety Message. Mr. Thames stated safety is part of the culture at Cobb EMC and meetings at the cooperative open with messages on safety to encourage employees to practice safety while at home and in the work place. Mr. Thames delivered the safety message on the Move-Over for Lineman law, which came into effect on July 1, Mr. Thames reminded all members present at the meeting to slow down and stay alert if they see a Cobb EMC crewmember or any crew on the side of the road.

2 WELCOME MEMBERS AND SPECIAL GUESTS Chairman Boyd welcomed Cobb EMC Members and special guests to the 7$th Annual Meeting. INVOCATION Dr. Dwight Ike Reighard, Senior Pastor, Piedmont Church. President. and CEO of MUST Ministries led the invocation. PRESENTATION Of COLORS Chairman Boyd announced the presentation of colors by the Cherokee County Sheriffs Office Honor Guard. PLEDGE OF ALLEGIANCE Chairman Boyd led the audience in the Pledge of Allegiance. THE NATIONAL ANTHEM Christina Sidlow-Doud performed God Bless America in addition to the National Anthem. INTRODUCTION OF ELECTED OFFICIALS Chairman Boyd recognized elected officials attending the meeting and thanked them for their service. INTRODUCTION OF DIRECTORS Chairman Boyd introduced the Cobb EMC Board of Directors. Each Director gave a brief introduction and noted the district they served. District I District 2 District 3 District 4 District 5 District 6 District 7 District 8 District 9 Ed Crowell Rudy Underwood Kelly Bodner David McClellan Tripper Sharp David Tennant Malcolm Swanson Bryan Boyd Eric Broadwell

3 Mintites of the 2016 Annual Meeting of Members September 17, 2016 INTRODUCTION OF CREDENTIALS AND ELECTIONS COMMITTEE Chairman Boyd recognized the Cobb EMC Credentials and Elections Committee and thanked them for their service by ensuring candidates possess the appropriate credentials to perform their required duties; and for overseeing the elections and voting process. INTRODUCTION OF COBB EMC COMMUNITY FOUNDATION BOARD Chairman Boyd recognized the members of the Community foundation Board and thanked them for their service to Cobb EMC. its members, and the community. DETERMINATION OF QUORUM Chairman Boyd introduced Malcolm Swanson, Secretary and Treasurer of Cobb EMC. Director Swanson verified a quorum was present and stated as of 9:30 a.m. 2,558 members registered for the Annual Meeting. Cobb EMC s Bylaw, Section 2.06, requires 250 members be present for a quorum. READING Of NOTICE OF MEETING/PROOF OF MAILING Director Swanson stated in accordance with Section 2.03 of the Bylaws, all members had been notified of the Annual Meeting and all requirements for notice had been satisfied. Notice was provided in the annual report and was posted on the corporate website. Director Swanson presented the proof of mailing to the members dated August 8, 2016, which will be filed as part of the Annual Meeting minutes. PRESENTATION OF RESOLUTION FOR POUNDS AUDITORIUM Director Swanson acknowledged Bo and Mary Jean Pounds and thanked them for serving as engaged members of Cobb EMC for more than five decades. Director Swanson noted the Pounds made many charitable contribtttions and showed kindness to all who knew them. Director Swanson asked Bo and Mary Jean Pounds children to come to the stage where he presented them with a resolution from the Cobb EMC Board of Directors, honoring their parents. Mr. Swanson read the resolution naming the newly remodeled Community Room of Cobb EMC The Pounds Auditorium. Director Swanson along with all members of the Board of Directors requested Staff to design the appropriate signage for the auditorium to honor Bo and Mary Jean Pounds. PRESIDENT S REPORT Director Swanson introduced Chip Nelson, President and CEO of Cobb EMC, who presented the President s report. Mr. Nelson thanked the members for attending the meeting. Mr. Nelson asked members to make note of the card they received in their welcome packets regarding SmartHub, Cobb EMC s on-line account management system. Mr. Nelson discussed some of the benefits of using SmartHub such as paying a bill, reporting an outage, viewing outage maps, and tracking storms. Mr. Nelson discussed Cobb EMC s line-clearance tree trimming, right-of-way program. Mr. Nelson stated twenty-five percent of outages are due to trees in our right-of-way and forty 3

4 one percent of outages are due to squirrels. This year, Cobb EMC plans to manage the trees by cutting approximately 300 miles of right-of-way. Over the next three years, Cobb EMC pians to cut over 400 miles per year to ensure customers are receiving power reliably. In closing, Mr. Nelson thanked the members for their time and for attending the meeting and introduced Chairman Boyd to deliver the Board Chair Report. BOARD CHAIR REPORT Chairman Boyd opened by stating he was proud to be a Cobb EMC member and cormriented it had been an honor to serve as the Chair of the Board of Directors during his tenure. Chairman Boyd noted it had been a fantastic year. Plans for the future, include the Board continuing its progress and success, working to earn the tnlst and confidence of all members and delivering on the promise to bring safe, reliable energy, at the most competitive price possible to all members. Cobb EMC has returned record-breaking savings, approximately three times as much as last year, and thanks to the generosity of its members, the cooperative has reached another milestone through Operation Round Up. Chairman Boyd stated while continuing to drive down overall operating costs, helping members to save money, and increasing reliability to meet its member s energy needs, Cobb EMCs rates ranked the lowest in the state among ninety-four electric utilities. Chairman Boyd presented a video on the impact of electric membership corporations on communities across the country. Last year, the Board and Staff worked to save the membership over $24 million in power costs, passed along through member s electric bills. Chairman Boyd discussed some of Cobb EMC s other successes, such as Gas South. a wholly owned subsidiary of Cobb EMC. led by President and CEO Kevin Greiner. Chairman Boyd commented Cobb EMC has flourished in its community involvement by successfully donating over $2 million to nonproftts and education programs through its member driven Operation Round Up program. including awarding $70,000 in scholarships to high school seniors. While working to support over 16$ nonprofits such as MUST Ministries, Safe Path and the Nova Center, Chairman Boyd noted Cobb EMC is not only recognized as an industry leader, but as good corporate citizens. In closing, Chairman Boyd stated the current Board of Directors has made great progress in just over four years and is dedicated to working on the members behalf to continue to make Cobb EMC a world class EMC. BUSINESS SESSION Chairman Boyd introduced Kevin Moore. Cobb EMC s corporate counsel, as the officiator of the business session. Mr. Moore officially opened the business session of the Annual Meeting. NEW BUSINESS Member Comments/Resolutions Mr. Moore welcomed all members and stated the first item under new business was to give the members an opportunity to speak and address the Board of Directors. Mr. Moore reviewed the rules of speaking stated in the bylaws and instructed members wishing to make comments or propose a resolution, approach one of the two microphones, state 4

5 their name, then make their comments. If a resolution was brought forward, Mr. Moore stated a vote would be taken on the resolution by registered members raising their voting paddles received during registration. Mr. Moore also announced each member would be given five minutes to speak, unless prearranged notice had been delivered to Cobb EMC prior to the meeting, requesting extended time. Mr. Moore noted no one had signed up in advance to speak, therefore he would work to adhere to the five-minute limit, so as many members as possible could address the Board. Mr. Moore recognized Ray Cerder from Bartow County as the first speaker to address the Board. Mr. Cerder asked who his Board Representative was. Chairman Boyd signified he was the Board Representative of District 8, which included Bartow County. The next member to speak was Mr. Keith McGinnis from District 4. Mr. McGinnis stated Georgia Power offers credits to members for using energy efficient products, specifically home chargers for electric vehicles and was curious if Cobb EMC offered any incentives such as these. Mr. Moore asked Chip Nelson, President and CEO to address the question. Mr. Nelson stated Cobb EMC does not have an electric vehicle rate, but does offer the Smart Choice rate, which could help with this issue. Director Sharp suggested Mr. McGinnis compare costs between Cobb EMC and Georgia Power to see how much lower Cobb EMC s rates truly are. The next member to speak was Jeremy Smith. Mr. Smith asked if Cobb EMC had any rate comparison tools he could use to see how his power consumption rates compare to others. Mr. Nelson stated Cobb EMC currently does not have this tool available for customers, but he could investigate having this as an option for our members. Mr. Nelson suggested Mr. Smith talk to Kevan Espy, Cobb EMCs Vice President of Marketing and Communications to see what we could do to assist him. Director Crowell suggested Mr. Smith download Cobb EMC s SmartHub application to help him track his daily and monthly usage. Mr. Moore recognized member Jessica Fiarone of West Cobb. Ms. Fiarone asked if Cobb EMC was exploring ways to decrease dependence on fossil fuels and moving towards using clean, renewable energies. Director Sharp stated in 2017, ten percent of Cobb EMCs total capacity will come from solar energy purchased predominately from a solar project the cooperative is purchasing from a plant in Taylor County, Georgia. Director Sharp noted no other cooperative in Georgia has a percentage this high. Cobb EMC member Tom Mays addressed the Board and stated he was a property owner with several investment properties, registered in the tenant s names, not his. Mr. Mays stated he was unaware he needed an active account in his name with Cobb EMC to be eligible to register and receive fair tickets. Mr. Moore requested Mr. Mays visit a Cobb EMC Account Representative that could assist him further. The next member to speak was Faith Eurie-Turner. Ms. Turner stated she wanted to thank Cobb EMC for standing behind their word and helping her through a hardship last year by assisting her with her utility bill. Mr. Moore thanked Ms. Turner for her kind words on behalf of the Board and Staff of Cobb EMC. Janice Lynch was the next member to speak and noted her two daughters were not members of Cobb EMC but wish they were. Ms. Lynch commented she would like to purchase all new appliances on Cobb EMCs efficiency plan. Ms. Lynch asked if she would be allowed to use her tax credit as our tax period is from September 30 to October 3. Mr. Moore deferred Ms. Lynch s question to Kevan Espy who met with the member to discuss her inquiry. Mr. Moore recognized Mark Hackett to address the Board. Mr. Hackett commented on member Jeremy Smith s earlier question related to rate comparisons. Mr. Hackett stated a rate comparison calculator was available on his website. Mr. Moore thanked Mr. Hackett for his comments. 5

6 Morris Golden from East Cobb was next to address the Board and discussed volume discounts for Cobb EMC members specifically related to gas utility. Ms. Golden inquired if Cobb EMC and Gas South could match other utilities gas rates to keep members from having to shop around each year. Chip Nelson responded to Ms. Golden s question and discussed the current partnership with Gas South where Cobb EMC members receive a two-cent discount with no deposit required. Ms. Golden also asked if Cobb EMC conducts mass buying of energy saving products, such as lightbulbs, to help members save money. Mr. Nelson stated Cobb EMC currently does not have this type of program but noted it was a great idea and he would discuss this option with the Board. Mr. Moore recognized Misty Wilson to address the Board. Ms. Wilson stated she recently moved to the area from Tennessee. Ms. Wilson thanked Cobb EMC for the free fair tickets and for providing information to members to save money. Mr. Moore thanked Ms. Wilson for her comments. Bob Hill addressed the Board and stated he lived in a senior community in Woodstock, Georgia. Mr. Hill shared a story when his wife accidentally drove her car into one of Cobb EMCs electric poles causing it to fall. Mr. Hill stated when he called Cobb EMC to report the accident; we did not charge him for the damages. Mr. Hil] thanked Cobb EMC for this good deed. Jennifer Davis of Kennesaw stated she lives in the Pinetree Country Club community and experiences power surges three to four times per month. Ms. Davis inquired if Cobb EMC could provide her with any details on why this is happening. Chip Nelson directed Ms. Davis to Jamey Hulsey, Senior Vice President of Electric Operations who would work to provide her with information on this issue. Mr. Moore welcomed Margaret Holmes to address the Board. Ms. Holmes stated she lived in Dallas, Georgia in Pauling County. Ms. Holmes stated she experienced a power outage for roughly one and a half hours on one average weather day and wanted to know why. Mr. Moore directed the question to Chip Nelson who noted a power outage could occur any time due to animals such as squirrels, inclement weather, trees, cars, and equipment failure, just to name a few. Mr. Nelson stated Cobb EMC keeps records of outages, and encouraged her to call and inquire regarding any future outages she may experience. Janet Peters of Piedmont Hills addressed the Board and stated she preferred her old mechanical meter to the new Smart Meter, but had to switch, as the cost was too high. Chip Nelson addressed Ms. Peter s question by stating just under 200 members have chosen to stay with the mechanical meters, yet the majority of members have switched to the Smart Meters and are happy with the results. Patrice Horton addressed the Board and thanked them for the quick response to her inquiry several years ago in regards to her refund check. Ms. Horton also thanked Cobb EMC for being true to their word and for working to ensure customers have minimal power outages. Mr. Moore thanked Ms. Horton for her comments. Mr. Moore acknowledged Michael Opitz to address the Board. Mr. Opitz made reference to an event that occurred in the 1860 s known as the Carrington Event. Mr. Opitz expressed his overall concern over the security of our power grid and asked what Cobb EMC is doing on a local and national level to ensure our power is safe and protected. Chip Nelson addressed Mr. Optiz question and stated EMC has no transmission or generation. Trisha Pridemore from West Cobb addressed the Board and complimented Cobb EMC for the great things she sees the cooperative doing across the community. Ms. Pridemore thanked the Board and Mr. Nelson for their commitment to the cooperative and for being transparent and accountable over the last few years. Mr. Moore thanked Ms. Pridemore for the kind comments. 6

7 Tripper David Bryan Tonna Williams from District 2 was the last member to offer comments to the Board and stated she had difficulty finding what district she lived in on our website. Ms. Williams made a recommendation to put this information on monthly bills so members could have the information readily available. Mr. Moore asked the Staff and Board to make note of Ms. Williams suggestion to see what they could do. At this time, Mr. Moore concluded the Member Comments/Resolution session of the 2016 Cobb EMC Annual Meeting and thanked the membership for their participation. Voting Results Mr. Moore introduced Phil Hayden, Chairman of the Credentials and Elections Committee, to present the results of the director election and the bylaw proposal amendment. The Credentials and Elections Committee selects an outside election services or third-party vendor to serve as an independent vendor to conduct the actuai processing and tabulation of the elections and ballots. Mr. Hayden stated the Committee selected the firm of Elections Services Corporation to conduct the Cobb EMC elections. Neither the Credentials and Elections Committee, nor the Cobb EMC or its Board of Directors has any access to the ballots submitted by mail, submitted electronically or done here today in person. The Credentials and Elections Committee certify the actual results on Monday evening, September 19, 2016, then post to the Cobb EMC website the following day, Tuesday, September 20, Mr. Hayden introduced Frank Fatone, President and CEO of the Election Services Corporation to announce the unofficial results of the 2016 Cobb EMC director elections as follows: District 4 McClellan (incumbent) was reelected with 6,383 votes. Bill Boyle received 2,173 votes, and Matt O Donnell received 2,579 votes. District 5 - Sharp (incumbent) ran unopposed and was reelected with 9,432 votes. District 8 Boyd (incumbent) ran unopposed and was reelected with 9,473 votes. Mr. Fatone stated Amendment 1 did not pass with 5,130 voting to oppose and 4,683 voting approve. At this time, Mr. Moore concluded the Voting Results session of the 2016 Cobb EMC Annual Meeting. Mr. Moore thanked Mr. Fatone for the voting results, and congratulated the members who ran for the positions, and the candidates who were successful in their election. ADJOURNMENT Kevin Moore adjourned the business session of the 2016 Cobb EMC Annual Meeting and redirected the program to Chairman Boyd. AWARDING OF DOOR PRIZES Chairman Boyd thanked Mr. Moore and announced Jason Thomas as the winner of the t shirt design contest. Chairman Boyd encouraged members to complete an Annual Meeting survey 7

8 Mintites of the 2016 Annual Meeting of Members September 17, 2016 to receive a free t-shirt. Chairman Boyd introduced Olivia Klingler, Washington Youth Tour student. who assisted him in distributing door prizes and announcing raffle ticket winners for members. The meeting adjourned at 11 :07 a.m. by Chairman Boyd following the conclusion of the door prizes and raffle. Malcolm Swanson, Secretary Bryan eyd. Chairman / 8