Minutes of the 2017 Annual Meeting of Members September 16, 2017 Cobb Electric Membership Corporation. MINUTES Of THE 2017 ANNUAL MEETING OF MEMBERS

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1 MINUTES Of THE 2017 ANNUAL MEETING OF MEMBERS COBB ELECTRIC MEMBERSHIP CORPORATION SEPTEMBER 16,2017 REGISTRATION OF MEMBERS The polls were officially opened at 7:30 a.m. CALL TO ORDER Chairman of the Cobb EMC Board of Directors, Tripper Sharp, called the 79th Annual Meeting of Members of to order on September 16, 2017 at 8:30 a.m. The meeting was held at Jim R. Miller Park, 2245 Callaway Road, Marietta, Georgia, 3000$. CLOSE REGISTRATION AND VOTING At approximately 9:30 a.m., Chairman Sharp closed the registration of members. AWARDING OF DOOR PRIZE Chairman Sharp held the Early Bird Drawing for a $ Visa gift card. SAFETY MESSAGE Chairman Sharp announced that Toby Mabry, Operations Skills Development Coordinator, could not attend the meeting to present the Safety Message as he, along with other crews, traveled to Irwin EMC to aid with power restoration efforts following Hurricane Irma. Chairman Sharp then introduced Jody Newton, Director. Line Constrtiction and Forestry who delivered the Safety Message on distracted driving. Mr. Newton discussed how most of us drive or take public transportation to work or school each day, flooding the roads with traffic. Distracted driving is an ever-increasing daily hazard facing all of us. From texting, to eating behind the wheel to interacting with others in our cars, taking our eyes off the road even for a second puts others and us in extreme danger. Mr. Newton encouraged everyone to play a part to end distracted driving by making a concerted effort to not pick up a cell phone, or reach for items in the car while driving. By making this conscious effort, it helps others stay safe, including our Cobb EMC line crews. The Move-Over for Lineman Law, which came into effect on July 1, 2016, requires all drivers approaching any utility crew at an active work site to change lanes and reduce their speed. Mr. Newton asked all members to make the commitment to stay safe while driving and work towards minimizing distractions.

2 WELCOME MEMBERS AND SPECIAL GUESTS Chairman Sharp welcomed Cobb EMC Members and special guests to the 79th Annual Meeting. INVOCATION Mr. Thomas Nelson of Johnson s Ferry Baptist Church, led the invocation. PRESENTATION OF COLORS Chairman Sharp announced the presentation of colors by the Cherokee County Sheriff s Office Honor Guard. PLEDGE OF ALLEGIANCE Chairman Sharp led the audience in the Pledge of Allegiance. THE NATIONAL ANTHEM The National Anthem: sung by Christina Sidlow-Doud. INTRODUCTION OF ELECTED OFFICIALS Chairman Sharp recognized elected officials attending the meeting and thanked them for their service. INTRODUCTION OF DIRECTORS Chairman Sharp introduced the Cobb EMC Board of Directors. Each Director gave a brief introduction and noted the district they served. District 1 District 2 District 3 District 4 District 5 District 6 District 7 District 8 District 9 Ed Crowd! Rudy Underwood Kelly Bodner David McClellan Tripper Sharp David Tennant Malcolm Swanson Bryan Boyd Eric Broadwell 2

3 INTRODUCTION OF CREDENTIALS ANT) ELECTIONS COMMITTEE Chairman Sharp 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 COMMUMTY FOUNDATION BOARD Chairman Sharp 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 Sharp introduced MaLcolm Swanson, Secretary and Treasurer of Cobb EMC. Director Swanson verified a quorum was present and stated as of 9:30 a.m. 2,847 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 2, 2017, which will be filed as part of the Annual Meeting minutes. PRESIDENT S REPORT Chairman Sharp introduced Chip Nelson, President and CEO of Cobb EMC, who presented the President s report. Mr. Nelson thanked members for attending the meeting. Mr. Nelson asked members to watch a brief video to learn why Cobb EMC is a unique electric cooperative, set apart from traditional utility companies. Mr. Nelson stated Cobb EMC has one of the world s most technologically advanced distribution systems, reflecting outstanding reliability ratings. Cobb EMC members have power flowing to their homes and businesses percent of the time. Regarding the recent increase in power outages, Mr. Nelson noted this year s stormy spring caused branches and trees to fall on our power lines. Mr. Nelson explained, when a tree falls and breaks a pole or snaps a line, it is not a simple fix and can take hours to repair. Additionally, storms are not the only cause of power outages. Extended periods of rain can saturate the ground causing tree roots to loosen and eventually fall, damaging lines and breaking poles. What is important to remember with this type of situation, is the damaged tree may or may not fall on a stormy day. The weak tree may finally give way on a perfectly sunny day. Mr. Nelson noted that losing power is frustrating for everyone, so Cobb EMC takes pre emptive steps throughout the year to avoid outages, such as trimming trees and reclaiming right of-ways to reduce the number of outages. This summer, however, numerous trees have fallen that were outside of our right-of-way. As of today, 54 percent of all of our right-of-way outages are from trees outside the right-of-way we maintain. Mr. Nelson stated that Cobb EMC cannot control 3

4 which trees fall, and cannot change the weather, but we do everything in our power to reclaim and trim the right-of-way to prevent power outages. Mr. Nelson discussed improvements made to the outage map on the Cobb EMC website. If a power outage occurs, members can go to the Cobb EMC website or to the app on a cell phone to report the outage. Mr. Nelson encouraged all members to download the Cobb EMC app to their phones to stay connected with Cobb EMC. From the app, payments post to your account in real time, you can check daily and hourly electric use and compare use history, report power outages, and contact Cobb EMC directly from the app. Mr. Nelson noted that Cobb EMC not only focuses on providing affordable, reliable power to its members, but also looks to the future to plan for our energy needs. We get power from a variety of sources helping to keep costs low while remaining environmentally responsible. This spring, Cobb EMC expanded its solar energy portfolio, which has increased 270 percent over this time last year. During certain times of the year, 30 percent of Cobb EMC s energy needs are met by solar. Mr. Nelson stated we are proud to be a national leader when it comes to solar renewable energy. In fact, earlier this year, our cooperative ranked eighth in the nation for annual solar watts per customer according to the Smart Electric Power Alliance (SEPA). Mr. Nelson discussed the Plant Vogtle nuclear facility, and stated Cobb EMC is not a participant of the Plant Vogtle expansion, therefore, the expansion will not affect power cost for Cobb EMC s members. Mr. Nelson explained the operational assessment recently conducted by Cobb EMC with the goal to streamline the cooperatives operations to improve efficiency and service for its members. The assessment helped us to examine where the company was and where it needed to be moving forward. Every division of the company underwent an analysis and review on how it was operating individually and as a whole. After completing the assessment, we restructured and consolidated operations company-wide and eliminated eighty positions across the company. Several positions were contracted out, while others were consolidated across positions throughout the cooperative. In addition, employees received severance based on years of service as well as health insurance and outplacement services. Overall, Cobb EMC is committed to helping impacted employees as they transition to new careers. Mr. Nelson noted that changes such as these are never easy and are, at times, incredibly difficult. This decision affected our cooperative family and was entered into with great care; however, making difficult decisions are sometimes necessary to ensure operations are running as efficiently as possible within our organization. Not only have major changes to improve efficiency been made at the corporate level, we axe also focused on saving members money at home. For example, our Smart Choice Rate, allows members to realize savings by shifting energy use from the hottest hours of the day, when our demand is highest. This puts control into the hands of members and helps to save money. Mr. Nelson stated Cobb EMC is constantly exploring new rate choices while offering savings and choices to members so they can decide which rate is best for them and their family. In closing, Mr. Nelson thanked members for allowing him to serve the company over the last 40 plus years. Mr. Nelson stated it was a pleasure and an honor to bring power to members for these many years. Mr. Nelson also thanked his staff, employees, and the member elected Board of Directors for the opportunity to serve Cobb EMC. 4

5 the Minutes of the 2017 Annual Meeting of Members September 16, 2017 BOARD CHAIR REPORT Chairman Sharp opened by stating our focus was clear at Cobb EMC focus is our members. As a member-owned cooperative, Chairman Sharp stated we are proud to power our community by bringing members reliable electricity for the lowest possible price. Chairman Sharp noted Cobb EMC is unlike a traditional utility where the largest shareholder has the most influence. At Cobb EMC. each of our members has an equal voice. Chairman Sharp stated from the board and Cobb EMC employees perspective, members are more than just customers; our employees are dedicated to serving members and making homes and communities a better place. Chairman Sharp presented a video highlighting our employees and the impact they make on communities across our service area. Chairman Sharp stated that our employees are proud of what they do, and the board is proud of the employees. Many employees live within the communities Cobb EMC serves and have given hours of their time to make our community a better place. for example, some employees have participated in building Habitat for Humanity homes, while others have hosted community-recycling events. This past Valentine s Day, Cobb EMC employees donated 30 red wagons, working to outfit each wagon with IV poles, to Children s Healthcare of Atlanta. When children at the hospital go to receive treatments such as chemotherapy, they can now ride in the wagons in lieu of wheelchairs. Chairman Sharp discussed Cobb EMC s focus to keep rates low for its members. Cobb EMC has some of the lowest rates in the state of Georgia. In fact, the Georgia Public Service Commission consistently ranks Cobb EMC as more affordable than Georgia Power and Marietta Power. Chairman Sharp noted that Cobb EMC members are not just saving money on electricity, they also receive exclusive discounts through our wholly owned subsidiary, Gas South. In all, Cobb EMC members have saved almost six-and-a-half million dollars since Chairman Sharp announced Cobb EMC returned $13.6 million back to its members in As a non-profit business, Cobb EMC exists simply to provide members with reliable electricity, and not to make a profit. Chairman Sharp stated Cobb EMC is currently in a very strong financial position and is pleased that members recently received their capital credit checks; a member s individual portion of last year s excess revenue based on how much a member paid for power last year. Giving cash back to members is one of the great things that makes an electric co-op unique and is one of the many benefits of being a co-op member. Chairman Sharp stated it was ten years ago when he attended his first annual Cobb EMC Meeting as a member and decided to be a part of a much needed change for the co-op. Less than five years later, he and the other directors are proud to stand with the current Cobb EMC leadership team. Over the past five years, everyone on the board and staff has worked together to listen to its members and refocus the cooperative. Chairman Sharp requested a video played showing the transformation of the company, ensuring focus is never again lost on serving the members. Chairman Sharp gave special thanks and recognition to Mr. Chip Nelson for his tireless work in transforming the cooperative to where it is today. With Mr. Nelson s pending retirement in March of 2018, the board has begun its executive search for a new President and CEO. Chairman Sharp described Mr. Nelson as the type of CEO who sets the bar high and strives for transparency and accountability. He is also one to step up to the plate to work alongside employees to get ajob done. Chairman Sharp detailed Mr. Nelson s beginnings as an all-american story of starting a career at Cobb EMC on a construction crew, attending school at night, and eventually working his way up to President and CEO. Chairman Sharp introduced a video 5

6 highlighting Mr. Nelson s long-standing career at the cooperative and afterwards asked members to acknowledge their thanks to Mr. Nelson for his dedicated forty-five years of service to the company. BUSINESS SESSION Chairman Sharp 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 and welcomed everyone to the meeting. NEW BUSINESS Reelection of Directors Mr. Moore stated the first item under new business was to reelect three directors up for reelection for a new term. Each incumbent director ran unopposed and a vote by acclamation would be taken. Mr. Moore announced the directors as follows: District 1 - Ed Crowell, District 6 - David Tennant and District 7 - Malcolm Swanson. Mr. Moore called for a separate vote by acclamation for all three directors, and the ayes succeeded for all. Mr. Moore introduced Director Tennant who thanked members on behalf of Directors Swanson. Crowell and himself, for reaffirming their faith in them to continue to work for the cooperative on their behalf. Director Tennant also thanked Mr. Nelson for his hard work through the years. Member Comments/Resolutions Mr. Moore thanked Director Tennant for his comments and stated the next 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 their name, then make their comments. if a member has a resolution to present, voting would proceed by registered members raising the voting paddles distributed during registration. Mr. Moore announced each member has five minutes to speak, unless prearranged notice was provided 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. The first member to address the Board was Les Wilson. Mr. Wilson asked about the possibility of renaming of the Cobb Energy Center for a purpose that benefits either the EMC or Gas South. Chairman Sharp addressed the question by stating this issue had troubled him for quite a while and was something the board had been working on for years. Three years ago, the cooperative made an offer to try to get someone to buy the naming rights of the Cobb Energy Center. Gas South, our wholly owned subsidiary. attempted to make an offer, however, the board that oversees the center chose not to act on the offer. For now, the cooperative can take no action until the board overseeing the Cobb Energy Center decides to act on it. The agreement with the 6

7 Cobb Energy Center went into effect before the current board came into office, and it is a 20-year contract with roughly 10 years remaining. The next member to speak was Joe Kind. Mr. Kind stated he owned a plug-in hybrid car and charges it at night. Mr. Kind asked if any special plans were in the making to provide low rates for members who want to charge their cars during the evening hours. Chairman Sharp addressed the question and stated that he also owned an electric plug-in vehicle and this was something the cooperative was considering. The next member to speak was Olivia from Acworth. Olivia thanked Cobb EMC for providing reliable power to her home and stated she enjoyed using the Cobb EMC phone app. During the recent storms, Olivia stated she was only out of power for 40 minutes and appreciated the quick response the cooperative made to reestablish her power. Fran Nowak addressed the board and stated she had been a member of Cobb EMC since Ms. Nowak stated the cooperative has improved over the years and she appreciated everyone s hard work. Ms. Nowak expressed her concern regarding the safety of the contract crews when they are out making repairs. When driving, she has not seen communication between flagmen at the beginning and at the end of work zones. Mr. Nelson addressed the question and thanked Ms. Nowak for her concern for our employees. Mr. Nelson assured Ms. Nowak our employees were safe and stressed that employees use flags as well as radio communications during these situations. Mr. Moore recognized member Yvette Pegues to address the board. Ms. Pegues thanked the chairman and the board for taking into consideration the disabled when stating stand if you are able when addressing the members. Ms. Pegues stated she was a corporate disability! diversity consultant and discussed the lack of the diversity of the board. Ms. Pegues noted she would like to see more diversity within the board, and inquired about diversity within the workplace at the cooperative. Director Crowell addressed the question and stated he appreciated her concern and referred to the video shown earlier during the meeting that reflected the cooperatives extremely diverse workforce at Cobb EMC. Director Crowell stated anyone could run for the board. To run for the board, a nomination of 35 people from a candidate s district is required. Then, if qualified, per the terms listed in the bylaws, a member may become a candidate for the board of directors. Director Crowell explained the directors currently serving on the board made an effort to be in their positions and have no control over who becomes a board member members make this decision. Cobb EMC publicizes when board positions become available repeatedly through many venues electronically, via the mail and through the Georgia Magazine. If any member is interested in running for a board position, Director Crowell encouraged them to visit the Cobb EMC website to learn more. A 64-year resident of his community, Cobb EMC member Stanley Montcalm addressed the Board and stated that he had personally experienced a forced early retirement and wanted to express his concern regarding the recent reduction in force by Cobb EMC of 80 of its employees. Mr. Montcalm noted members should have some type of vote regarding matters such as these. Mr. Moore thanked Mr. Montcalm for his remarks. The next member to speak was Ava Monger who asked how her children could be more involved at Cobb EMC. Director Bodner, a schoolteacher of 23-years, addressed the question and stated there are many opportunities for children to be involved with the cooperative including volunteering for the many events hosted by Cobb EMC. Cobb EMC also has an education department that visits schools throughout the year to promote education and literacy. Director Bodner offered to meet with Miss Monger after the meeting to discuss her desire to become involved further. 7

8 Robert Brooks was the next member to speak and inquired about solar power. Mr. David Johnson, COO of Cobb EMC, addressed the question by stating Cobb EMC allows members to take part in solar power in multiple ways. If a member would like solar panels installed on their roof, Cobb EMC will arrange for an employee to come to their home and discuss possibilities. Another option for members is cooperative sotar. The Cobb EMC Cooperative Solar program allows members to participate in solar energy production without the expense of purchasing and maintaining a solar energy system. Cobb EMC takes power from solar facilities, which members can opt to take power from, just as they would from a solar panel installed on their own roof. Some benefits of cooperative solar include; rental property tenants can participate, neighborhood covenants do not affect access, members are free of worries about holes in their roofs or about traditional panels and their orientation to the sun, no contract is required, and cooperative solar is affordably priced, and maintenance free. Mr. Johnson invited anyone who would like to learn more about solar power to attend one of Cobb EMCs yearly solar power seminars. Mr. Moore recognized Director Broadwefl who added additional comments regarding solar energy. Director Broadwell reiterated that our cooperative ranked eighth in the nation for annual solar watts per customer, and stressed the cooperative approaches solar from an economic standpoint, as well. The company is always looking for opportunities to help members save money, which in turn, helps us with distributed power. Just as solar energy is going to be a part of Cobb EMC s future, we are constantly exploring other options to ensure we are spending member s money wisely. Mr. Moore recognized Caroline Holco to address the Board. Ms. Holco s question related to further expanding our cooperatives capability to produce energy using renewable resources. Director Broadwell addressed the question by stating Cobb EMC is always looking for practical ways to diversify its energy mix and expand renewable energy portfolio through means such as wind and solar, while still keeping costs as low as possible for our members. Our challenge is to keep costs low and protect the planet, while remaining fiscally responsible. Ronae Reeves addressed the board, and discussed Cobb EMC s $10 late fee. Ms. Reeves inquired if a grace period is offered members. Mr. Nelson addressed the question and stated over 205,000 bills are mailed to members each month. Granting a grace period to everyone would cost the cooperative a great deal of money on a monthly basis. Changing this policy would be something for the cooperative to investigate to see what the impact would be financially for us. Mr. Nelson suggested Ms. Reeves meet with Tim Sosebee, Senior Vice President of Business Operations, after the meeting s conclusion. Mr. Moore recognized Cliff from Kennesaw who detailed the events of a new meter recently installed at his home by a Cobb EMC employee. Mr. Cliff asked if someone could dispel the myth that our meters are monitoring things in homes other than energy. Mr. Nelson stated this is definitely a myth. Cobb EMC does change out meters from time to time for many reasons, but has never installed a meter that does anything other than monitor the energy usage of our members. Mr. Nelson further stated Cobb EMC does not install surge protectors into our meters. Dorothy of Cobb County asked if Cobb EMC could create an assistance program for low-income families and elderly people. Mr. Moore thanked Ms. Dorothy for the question and referred her to the customer service booth to receive assistance. Ricardo Davis, a Cobb EMC Member since thanked the board and staff for turning the company around in the right direction. He stated this was his first time to attend an annual meeting and it was apparent that Cobb EMC has worked hard to become more transparent and accountable to its members. Regarding the earlier statement made by Ms. Pegues, regarding community participation, he noted any member could become involved in the cooperative and only 8

9 needed to step forward to do so. Mr. Davis specifically thanked Chairman Sharp for his leadership during the cooperatives transformation. Ann Thurman, a resident of Cobb County, commented she remembers doing her homework as a child by a kerosene lamp and is thankful to Cobb EMC for providing her with power. Ms. Thurman requested that all members present at the meeting offer recognition to the police officers, firefighters, and service members who risk their lives daily to protect others. Mr. Moore thanked Ms. Thurman for her kind words. Cherokee County resident, Trisha West addressed the board and asked what director represented her District of Cherokee County. Chairman Sharp noted that he and Director Broadwell represent different portions of Cherokee County. Ms. West asked to meet with both Chairman Sharp and Director Broadwell after the meeting. Ms. West also asked about the capital credit check she received in the mail and if everyone s was different. Chairman Sharp addressed her question by explaining that the total amount the cooperative had in excess revenue last year was $13.6 million. Each member s electricity use in 2016 determined each member s allocation. Members that paid more to the EMC for power received more money back than those that used less. Ms. West stated she has enjoyed coming to the annual meetings for the past four years and listening to member s comments. both pleasant and unpleasant. Ms. West stated the board and staff were very professional in how they conducted the meetings and she was proud to be a member of the cooperative. Pamela Eckardt. a member of Cobb EMC for 29 years, thanked the board for the free fair tickets and for standing up for what was right six years ago to make Cobb EMC a better company with better leadership. Ms. Eckardt stated that God s plan was for all of us to stand up for what we believe in to bless others. Ms. Eckardt explained that God, too, offers each of us a free ticket to heaven if we choose to accept it. Mr. Moore thanked Ms. Eckardt for her comments. Telli, a Cobb EMC member for over ten years, addressed the board and stated of all the places he has lived, our cooperative was the best utility company he has ever had. Telli asked if the cooperative was planning to expand so others could enjoy lower power costs. Mr. Nelson thanked Telli for his comments and noted that as much as we would like to expand our service, we cannot due to Georgia Law. The Georgia Territorial Electrical Service Act defines where all utilities, all 95 in Georgia, can serve. Fran Nowark again addressed the board and asked about rebates for energy efficient appliances. Ms. Nowark stated she sees rebates offered through stores such as Lowes, Home Depot, and Sears who provide a list of participating utility companies, who accept the rebates, but Cobb EMC is never one of them. Chairman Sharp noted that Georgia Power customers pay a service fee for the rebates they offer their members and then must pay for other customers new appliances. Chairman Sharp expounded saying Cobb EMC has investigated this idea and even held focus groups with some of our members to gauge their feelings on the issue, and the overwhelming response from them was not to offer rebates. Bottom line, members do not want to pay for other people s appliances, instead, they would rather keep rates low. An unidentified speaker addressed the board and asked about smart meters versus the original meters. The unidentified speaker asked if the board has addressed the issue of returning to the old meters due to the health concerns often associated with the smart meters. Mr. Nelson stated the directors and staff discuss this issue throughout the year, and the smart meters are preferred and their price will remain at $20. The unidentified speaker asked if the board would reconsider reducing this cost for the members who would like to return to the former meters. Mr. Moore thanked the speaker for his comments. 9

10 Minutes of the 2017 Annuai Meeting of Members September 16, 2017 Morris Golden of East Cobb asked who represented his district. Mr. Moore stated it was Director David McClellan. Mr. Golden thanked Director McClellan for serving his district. Mr. Golden asked if Cobb EMC replaces his existing meter, which has a surge protector, do we reinstall the surge protector on the new meter. Mr. Nelson addressed the question by stating that Cobb EMC does not install surge protectors on anyone s meter. If a surge protector is on our smart meter, a Cobb EMC employee did not conduct the installation. Rather, an electrician or the homeowner installed it. Mr. Golden praised Cobb EMC for providing phenomenal service to his home in Marietta during Tropical Storm Irma. ADJOURNMENT Cobb EMC member, Scott Chadwick, made a motion to end the member comments portion of the meeting arid proceed with the raffle: seconded by members by acclamation. The motion carried unanimously. Mr. Moore adjourned the business session of the 2017 Cobb EMC Annual Meeting and redirected the program to Chairman Sharp. AWARDING Of DOOR PRIZES The meeting adjourned at 10:48 a.m. by Chairman Sharp following the conclusion of the door prizes and raffle. Malcolm Swanson, Secretary Tnpper Sharp, Chairman 10