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 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 Kevan Espy 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 - Telephonically Rudy Underwood Others in attendance were: Chip Nelson David Johnson Robert Steele Tim Sosehee Kevan Espy Jamey Hulsey Kristi Knight Jenny Carroll Perla De La Rosa Angie Jones Bob Schoonover

2 Member Memer Member Member Minutes of Regular Board of Directors Meeting Page 2 of 8 Tim Jarrell Meridith Davis-Zonsius Brad Leatherwood Harry Abrams Guest Toby Mabrv Guest Mark Hackett Guest Patricia Brown Guest Kevin Moore, General Counsel APPROVAL OF AGENDA Chip Nelson, CEO. requested an item added to Executive Session to discuss real estate. Director Swanson made a motion to approve the agenda with the noted change; seconded by Director Crowell. The motion carried unanimously. SAFETY MESSAGE Brad Leatherwood. Line Forrnari, delivered the Safety Message on stroke recognition and early intervention. Mr. Leatherwood shared a story involving his father and father-in-law where warning signs were present for a stroke. Due to his personal experience with family members, Mr. Leatherwood stressed the importance of learning how to recognize signs of a stroke as prompt medical attention limits severity or possible death. Mr. Leatherwood stated strokes could happen to anyone just the not elderly or overweight. If a person exhibits the following symptoms, seek immediate medical attention: persistent headache, unexplained sweating, numb fingertips. slurred speech, memory loss, repetitive speech, loss of muscle control and facial grimacing. Mr. Leatherwood defined a stroke as a brain attack when blood flow to an area of the brain is cut off, depriving brain cells of oxygen and they begin to die. When brain cells die during a stroke, abilities controlled by that area of the brain are lost. Mr. Leatherwood stated to remember the acronym FAST when assessing if someone is having a stroke. FAST stands for facial recognition, arms (can the person hold their arms out when asked), speech (can the person repeat simple phrases when asked), and time, time to act fast. APPROVAL OF PREVIOUS MINUTES Director Bodner seconded a motion made by Director McClellan to approve the minutes from the September 20, 2016 Board of Directors Meeting. The motion carried unanimously. RECOGMZE MEMBERS Chairman Sharp welcomed the members present and thanked them for their attendance.

3 Minutes of Regular Board of Directors Meeting Page 3 of $ 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 October 24, Director McClellan stated the Committee approved the minutes of the September 19, 2016 Committee meeting. Kevin Greiner, President and CEO of Gas South. presented an update on Gas South s financial results as of September Gas South s net income for September was a $1 million loss, which is $100,000 unfavorable to budget. For the fiscal year to date, Gas South s net income is a $2.2 million loss, which is S700,000 favorable to the budget. The Committee received a report on the Financial and Statistical status for the month of September 2016 by Robert Steele, CFO. The net margin for September was reported at $16.4 million, which is $4.9 million favorable to budget. The net margin year-to-date was reported at $45.9 million, which is $18.7 million favorable to budget. The Balance Sheet as of the end of September is $911.1 million. The Committee received the Power Supply Update for the month of September 2016 by David Johnson, COO. The report included a recommendation for the Wholesale Power Cost Adjustment (WPA) of zero mils on member s bills rendered in November The Budget and Finance Committee presented to the Board a recommendation to approve the staff recommended WPA of zero mils starting November 1, Director Eric Broadwell noted the WPA adjustment for September of-4 mils represented a total of $1.0 million saved by members during the month of September and represents $7.9 million saved by members year-to-date. Chairman Sharp called for a vote on the motion from the Committee to approve the staff s recommendation of a WPA of zero mils starting November with consideration thereof monthly, there being no second necessary, the motion to approve the staff s recommendation of a WPA of zero mils starting November , with consideration thereof monthly, carried unanimously. Tim Sosehee, Senior Vice President of Business Operations presented to the Committee a report on write-offs for the month of September 2016 for $110,585. Jamey Hulsey, Senior Vice President of Electric Operations presented to the Committee a report on the number of vehicles needed for These vehicles require a long lead-time in order to have them delivered to the cooperative during A competitive bid process was used and the final recommendation is to purchase five-bucket trucks and a knuckle boom crane totaling $1,551,228. The Committee approved the recommendation and brings this to the full Board for approval. Chairman Sharp called for a vote on the motion from the Committee to approve the purchase of the five trucks and the crane, there being no second necessary, the motion to approve the purchase 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 met on October 7, 2016 and reviewed a recently completed internal audit of Cobb EMC s Retirement Benefits. Kristi Knight, Internal Auditing Director, presented the third quarter status report for

4 Minutes of Regular Board of Directors Meeting Page 4 of 8 interim! audit recommendations, and reviewed the auditing pians for the balance of the year and for 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 intends to meet in November. Governance Committee Director Ed Crowell. Chairman of the Governance Committee, stated the Committee met October 20, 2016 and discussed Service Rule and Regulation Policy 112 (Office and Service Hours) and Policy 910 (Approved Leave Time): Policy 112: Office and Service Hours During the March 2016 Board Meeting, the Board agreed to the new payment center hours of 8:00 a.m. to 5:00 p.m., however, the service rules were not amended to be consistent with this new policy. The Committee presented to the Board a recommendation to update Policy 112 of the Service Rules and Regulations with the approved payment center hours. Chairman Sharp called for a vote on the motion from the Committee, there being no second necessary, the motion to update Policy 112 with the new payment center hours carried unanimously. Policy 910: Approved Leave Time The Committee presented to the Board a recommendation to approve the following updates to Policy 910, which are necessary to be consistent with recent changes in the law. The new changes would go into effect January 1 of 2017: Section II. A.: Annual Leave -Changing annual leave accrual rates to add two days to each service level increment -Adding annual leave accrual rate at thirty years of service -Modifying annual leave for new hires to offer a 32-hour balance upon hire plus a 10-day annual accrual (total of 14 days) Section II. E.: Maternity Leave -Adding legally compliant language -Rewording and clarifying the current Maternity Leave policy Chairman Sharp called for a vote on the motion from the Committee, there being no second necessary. the motion to update Policy 910, Sections II. A. and II. E. as presented. beginning January 1 of 2017, carried unanimously.

5 Minutes of Regular Board of Directors Meeting Page 5 of 8 October 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. 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 met on October 12, 2016 to discuss implementing an Annual Incentive Plan for the employees of Cobb EMC. The plan is part of Cobb EMC s Strategic Plan approved by the Board of Directors. The recommendation from the HR Committee calls for the plan to begin with 2017 corporate performance goals with the first payment scheduled in the first quarter of 2018 and subject to final Board approval prior to payout. Annual goals, structure, and incentives are subject to annual review and adjustment by the HR Committee who will in turn make recommendations to the Board for final approval. Incentives for 2017 are determined by corporate goals to include member satisfaction, reliability, safety and controllable costs. Director Swanson noted the Committee and the Board had discussed the plan in depth over the past several months, and presented to the Board a recommendation to approve the Annual Incentive Plan. Chairman Sharp called for a vote on the motion from the Committee, there being no second necessary, the motion to approve the Annual Incentive Plan as presented passed with Director Underwood abstaining. APPROVE APPLICATIONS %ND CANCELLATIONS Of MEMBERSHIPS Chip Nelson, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 2,117 activations and cancellations, resulting in a net positive of 247 new members in the month of August. Net additions for the year total and the member count as September 1, 2016 was 181,178 Director Boyd made a motion to approve the applications for new memberships and approve cancellations of memberships, as presented, seconded by Director Crowell. The motion carried unanimously. REVIEW SAFETY REPORT Jamey Hulsey. Senior Vice President of Electric Operations presented the September 2016 Board Safety Report as follows: Mr. Hulsey proudly announced the cooperative achieved all zeros during the month of September: no preventable vehicle accidents, no safety violation incidents and no recordable injuries.

6 due Best Minutes of Regular Board of Directors Meeting Page 6 of 8 August 2016 Results September Safety Meetings - attendance remains at 100% for all departments. Preventable Vehicle Accidents - reviewed and compared annual totals for 2012 through 2016 with zero preventable vehicle accidents occurring in September 2016 and twelve year-to-date. Safety Violation Incidents - reviewed and compared annual totals for 2012 through 2016 with zero safety violations occurring in September 2016 and twenty-six year-to-date. Recordable Injury Comparison - reviewed and compared annual totals for 2012 through 2016 with zero violation and non-violation injuries occurring in September Nine 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 was 1.74, which decreased significantly from the 2015 rate of The year-to-date dart rate was 0.96, which also decreased significantly from the 2015 rate of Safety Goal = 100 percent to one violation injury in 2016, a daily success rate of 99.6 percent has been achieved; 273 out of 274 days has passed without a violation injury, with 159 clays since the last violation injury. Percentage of Safety Participation Mr. Hulsey 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 in Mr. Hulsey noted Cobb EMC s ongoing commitment to safety is evident in these increasing numbers. REPORT FROM PRESIDENT AND CEO Chip Nelson, President and CEO, announced the next Home Owner s Association Meeting and the Sandhills Ribbon Cutting Ceremony is scheduled for Thursday, November 17. Staff will depart the morning of the 17th to visit Sandhills and the HOA Meeting will convene in the Building 9000 Community Room at 6:30 p.m. Mr. Nelson invited all to attend. Mr. Nelson stated he attended the Lineman s Rodeo in October in Kansas City, Missouri and applauded our lineman on their outstanding performance during the event. Some notable highlights of the awards our team received are, First Place in the Journeyman Senior Division, First, Second, Ninth and Tenth Place in the EMC Division and fourth and Seventh Place in the Journeyman of the Best competition. Mr. Nelson noted Cobb EMC deployed thirty lineman to Coastal Electric Cooperative to help with restoration efforts following Hurricane Matthew. Coastal Electric s members and staff were very appreciative of our help and we were proud to offer assistance. Thankfully, our lineman returned home safety.

7 Minutes of Regular Board of Directors Meeting Page 7 of 8 MARKETING AND CORPORATE COMMUMCATIONS REPORT Kevan Espy, Vice President of Marketing and Corporate Communications, presented the September 2016 Marketing and Corporate Communications report. 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 September 2016, 158 members have purchased 385 blocks on the program representing an EMC revenue impact of $23,074. In October, Chairman Sharp and Director Boyd attended two cooperative solar focus groups. Mr. Espy reported on Smart Choice accounts for September 2016, which totaled 3,269 active accounts and an opt-in number totaling 136. Year-to-date accounts total 21,568. The marketing campaign officially launched in June to promote the Smart Choice Rate. Smart Choice focus groups are scheduled for November 14 and 15. Mr. Espy discussed the company s secured media highlights and stated Cobb EMC received positive feedback from a variety of media sources including, The Marietta Daily Journal, Atlanta Business Chronicle, Cobb Business Journal, and others. A notable article was included in the October GEMC Georgia Magazine regarding Cobb EMC receiving the Seven Seals Award from the Georgia Employer Support of the Guard and Reserve. Mr. Espy reviewed unprompted media coverage for 2015 and 2016, recent social media highlights from Facebook and Twitter, social media engagement regarding Cobb EMCs volunteer trip to Costa Rica, and data regarding Cobb EMCs overall social media engagement from July through September of The Board requested Mr. Espy bring a new member welcome kit to the November meeting for their review. Mr. Espy provided the Community Foundation Update and reported total distributions for October were $75,000. REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore, stated he had nothing to report at this time. REPORT FROM DIRECTORS 1. Director Bodner thanked Cobb EMC for supporting the fourth annual Literacy Week, which encourages children to read and use their imaginations. More than 11,000 area students participated in the event. Director Bodner also thanked Tim Sosebee, Senior Vice President of Business Operations, for his dedication by assisting a member in her district while he was on vacation. 2. Director Swanson thanked Mr. Sosebee and his staff for assisting a member in his district who is also a KSU student with an issue she was having regarding her bill. 3. Director Crowell stated he assisted a member in October by helping them acquire their Garden City Group check. Director Crowell thanked Mr. Sosebee and the IT Team at Cobb EMC for supporting him with an unfortunate phishing scheme where he was the target. Director Crowell stated he plans to attend the GEMC Annual Meeting in November as Cobb EMC s GEMC Director Representative.

8 Minutes of Regular Board of Directors Meeting Page 8 of 8 4. Director Boyd noted he attended the two Cooperative Solar Focus groups in October and found them to be enjoyable. OLD BUSINESS Chairman Sharp stated there was no old business at this time. NEW BUSINESS 2017 Board Calendar The Board reviewed and discussed plans for the October 2017 calendar. Director Underwood made a motion to move the November Board meetings up to the week of Thanksgiving. The motion failed due to a lack of second. Motion made by Director Crowell to move the December Board meetings in 2017 from the second week to the third week, the eighteenth and nineteenth respectively, and seconded by Director Broadwell, carried unanimously. Motion made by Director Crowell to approve the 2017 Board Calendar with the noted changes: seconded by Director Swanson. The motion carried unanimously. EXECUTIVE SESSION Director Boyd made a motion to enter Executive Session for discussion of real estate; seconded by Director Sharp. The motion carried unanimously. The Directors went into Executive Session. Motion by Director Bodner to exit Executive Session. seconded by Director McClellan, the motion carried unanimously. ADJOURNMENT There being no further business. Director Boyd made a motion to adjourn the meeting; seconded by Director Bodner The motion carried unanimously. Malcolm Swanson Secretary/Treasurer Tripper Sharp Chairman