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

Transcription

1 MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 FMC 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 Peter Heintzelman 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: APPROVAL OF AGENDA Peter Heintzelman, CEO Kevan Espy Kristi Knight Mark Goddard Tim Jarrell Ron Younker Jenny Carroll Perla De La Rosa Kevin Moore, General Counsel

2 Minutes of Regular Board of Directors Meeting Page 3 of 8 Tim Jarrell. Vice President of Power Supply, presented to the Committee a report on write-offs for the month of October 2018 for $ Mr. Stovern presented the 3rd Quarter Budget Review. For the quarter, Cobb EMC s Expense and Capital budget was under budget by 1.09 percent. The calendar year to date is under budget by 2.28 percent. In New Business. Mr. Stovem and Mr. Tieman, provided an update on Cobb EMC s parental guarantees for Gas South. Mr. Stovern presented a resolution to the Board to approve the parental guarantees for the benefit of Gas South, LLC. Chairman McCleliaii called for a vote on the motion from the Committee to approve the resolution, as presented. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. Mr. Jan-eli reported on the Power Cost Update for the month of October. The Committee received a staff recommendation for the Wholesale Power Cost Adjustment (WPA) of negative 20 mils on member s bills rendered in December The Committee recommended the Wholesale Power Adjustment (WPA) of negative 20 mils for the month of December 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 20 mils starting December 1, 2018, with consideration thereof monthly. There being no second necessary, the motion to approve the Committee s recommendation, with consideration thereof monthly carried unanimously. Mr. Stovern presented the 2019 Budget Overview. The Committee received a staff recommendation to approve the 2019 Budget, as presented. Chairman McClellan called for a vote on the motion from the Committee to approve the 2019 Budget. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. Director Broadwell thanked staff for their effort in overseeing, preparing and presenting a precise and transparent budget for the new year. 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 met on November 18, 2018 and discussed the following; Peter Heintzelman, President and CEO, presented the safety message on driving safely in stormy conditions The Committee received an update on OPC capital credits and equity valuation The Committee received an update from Mr. Stovem on Cobb EMC s parental guarantees for Gas South Mr. Stovern announced Cobb EMC s Form 990 is filed and publicly available The Committee approved the 2019 Internal Audit Work Plan and Assurance Map The Committee received a staff recommendation to approve a revision to the Internal Audit Charter

3 Minutes of Regular Board of Directors Meeting Page 4 of 8 Chairman McCtellan called for a vote on the motion from the Committee to approve the charter, as presented. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously Public Affairs and Education Committee Malcolm Swanson, Chairman of the Public Affairs and Education Committee, stated the Committee met on November $ and discussed: The success of the Annual Meeting The flat energy rate is now referred to as the Fixed Rate The lifestyle rate calculator The EV strategy Governance Committee Director Ed Crowell, Chairman of the Governance Committee, stated the Committee recommends a revision to Policy 602. Corporate Committee Structure, to add clarifying language to Section II. A. 1. b. as follows.... and the internal audit and risk functions. Chairman McClellan called for a vote on the motion from the Committee to revise Policy 608. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. Energy Portfolio Committee 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 did not meet and she had nothing to report. APPROVE APPLICATIONS AND CANCELLATIONS OF MEMBERSHIPS Peter Heintzelman, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 1,838 activations and 1,756 cancellations, resulting in 82 net new members in October. The member count year to date is 1,291 and the total member count as of November 1, 2018 was 184,813. Director Sharp made a motion to approve the applications for new memberships and approve cancellations of memberships. seconded by Director Underwood. The motion carried unanimously. REVIEW SAFETY REPORT

4 the Minutes of Regular Board of Directors Meeting Page 5 of 8 November Kevan Espy. Interim Vice President of Electric Operations, presented the October 201$ Board Safety Report. October 2018 Results October Safety Meetings - attendance is 100% for all departments, which includes 121 make-ups Preventable Vehicle Accidents - displayed annual totals from 2014 through 2018 with one preventable vehicle accident occurring in October 2018 with a total of ten year-todate Safety Violation Incidents - displayed annual totals from 2014 through 2018 with two safety violations occurring in October 2018 with a total of twenty-one year-to-date. Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with zero non-violations, and zero violations injuries occurring in October There have been eight 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 1.92 and the year-to-date DART rate is 0.72 Safety Goal for 2018 = 100 percent 2018 daily success rate is 100 percent: 304 out of 304 days have passed without a violation injury; 432 days have passed since the last violation injury Percentage of Safety Participation Yearly totals for safety participation in 2015 were 42.1 percent percent in 2016 and in Safety participation increased from percent in October to percent in November. Mr. Espy stated the cooperative is working diligently to continually trend this number upward in Mr. Espy announced that after an extensive search, Andy Gramling, current Cobb EMC employee, was selected to serve as the new Director of Safety for the cooperative. Mr. Gramling will attend the December Board Meeting and be introduced to the Board. MARKETING AND CORPORATE COMMUNICATIONS REPORT Mark Goddard, Interim Head of Marketing and Corporate Communications, presented the October 2018 Marketing and Corporate Communications report. Cobb EMC hosted a High-Tea with local senior citizens and Vie Reynolds. Cobb County District Attorney, to learn how to protect themselves against scams. Members also had an opportunity to attend a Personal Safety Seminar hosted by the cooperative to learn what to do in an active shooter situation and to receive tips on cyber security. Mr. Goddard discussed the Electric Vehicle (EV) initiative. Currently 109 members are on the Niteflex Rate and 57 of the 109 own an electric vehicle. Mr. Goddard encouraged Board members to visit the Cobb EMC website to view the newly revised electric vehicle site.

5 Minutes of Regular Board of Directors Meeting Page 6 of 8 Regarding the cooperative s social strategy, the number of engagements increased by percent since the previous date range. A significant peak was experienced on and around October 12, 2018 due to our involvement surrounding relief efforts to Michell EMC due to Hurricane Michael. Mr. Goddard played a video of Mr. Heintzelman and Kevin Greiner, President and CEO of Gas South, discussing our combined philanthropic efforts to give back to the community. Mr. Goddard encouraged the Board and staff to Like and share all Cobb EMC Facebook posts and videos to generate interest. Cobb EMC and Gas South hosted Literacy Week in October. Eleven award-winning authors participated in the event, engaging 48 schools and over 1 8,000 students. The cooperative hosted a home owners association (HOA) meeting where thirty-one HOA members were in attendance. At the HOA meeting, Mr. Heintzelman discussed the NiteFlex rate with members. Mr. Goddard reviewed the Wholesale Power Adjustment (WPA) Communication Strategy to announce to our members the WPA of negative 20 mils for bills rendered in December 1, The Board emphasized the importance of rolling out a robust communication strategy to ensure members are notified of the significant credit they will receive on their December bill. Upcoming events for Cobb EMC include the Employee Christmas Party on December 21, 2018 beginning at 7:30 a.m. in the Pounds Auditorium. Mr. Goddard provided the Community Foundation report noting total distributions for November 2018 totaled $73,400. Mr. Goddard noted that he attended a recent Foundation Committee meeting and was very impressed by the Committee Members commitment to their positions. REPORT FROM PRESIDENT AND CEO Peter Heintzelman, President and CEO, presented on an active month for Cobb EMC: External Engagement High travel month - Attended the Gettysburg Leadership experience which was extremely beneficial and inspirational - Attended the CFC IBES Conference which provided excellent speakers and subject discussion - Attended the GEMC Annual meeting which including dinner with NRTC/Pulse Participated in a Marietta Daily Journal interview in Cobb hifocus magazine Met with the Kennesaw City Manager and County manager for a check-up visit Invited to serve on the Boy Scouts of America Board of Directors Attended the Home Owner s Association meeting. Engaged in a lively Q and A session with members Worked with Tony Tucker of Mitchell EMC to help with relief efforts due to Hurricane Michael. Mr. Tucker expressed his gratitude for our help and the trailer Cobb EMC supplied with humanitarian supplies General and Internal Engagement

6 Minutes of Regular Board of Directors Meeting Page 7 of 8 November An intense focus was placed on the comprehensive budget process Currently reviewing the performance appraisal process Promoted Andy Gramling to Safety Director after rigorous external and internal candidate interviews Attended and hosted a Veterans Day Appreciation breakfast for employee veterans Town Hall Meetings held on with a primary focus on an introduction to financial training Innovation Wattee Awards were presented to Col]een Ramsey, Rickey Crutchley, Ian Hansman, Clifford Stone and Wesley Thames for their innovative recycling project -The group s idea began as a simple plan -During the planning process, the employee advisory group was consulted -The final plan ended as a substantial money saver for the cooperative with comprehensive industrial recycling and bulk cardboard bailing Conducting Pay as You Save (PAYS) project feasibility investigation Invited to speak at NRECA s CEO Close Up in January of 2019 to discuss Cobb EMC s innovation. There is a nationwide interest in our industry regarding our EV/NitFlex rate program and our customer segmentation Expanding internal audit and cyber security to be enterprise-wide and coordinated For the balance of the year we are focused on; - Delivery of 2018 projects and commitments to Board - Communicating and linking the corporate strategy with each employee s role - Conversion to a performance-based culture REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore, stated he had nothing to report. REPORT FROM DIRECTORS Director Bodner attended the HOA Meeting and thanked staff for organizing a great event Director Broadwell attended the Georgia EMC Meeting in Savannah Director Boyd attended the Gettysburg Leadership Conference which he noted was exceptional. Director Boyd commented that the information he took away from the conference was applicable to both work and home Director Tennant attended the Gettysburg Leadership Conference which he also noted was excellent as well as the Georgia EMC Conference in Savannah. Director Tennant also attend the GSOC/OPC Advisory Committee Meeting Director Croweil attended the OPC/GTC Advisory Committee Meeting and the Georgia EMC Meeting as Cobb EMC s representative. Director Crowell thanked Mr.

7 Minutes of Regular Board of Directors Meeting Page 8 of 8 Heintzelman for attending dinner with him and one of his associates to discuss our electric vehicle initiative Chairman McClellan attended the Cobb Chamber Military Appreciation Luncheon which he commented was both enjoyable and inspiring OLD BUSINESS Chairman McClellan stated there was no old business to discuss. NEW BUSINESS 201$ Annual Meeting Minutes The Board reviewed the draft of the 2018 Annual Meeting Minutes. Director Sharp made a motion to approve the Annual Meeting minutes; seconded by Director Bodner. The motion carried unanimously. Board and Staff thanked Jenny Carroll, Executive Administrative Assistant to the President and CEO, for her work on creating the minutes in a cohesive manner Annual Meeting Date Mr. Goddard made a recommendation to the Board to set the 2019 Annual Meeting date for Saturday. September Director Bodner made a motion to approve the 2019 Annual Meeting Date, seconded by Director Sharp. The motion carried unanimously. EXECUTIVE SESSION Director Broadwell made a motion to enter Executive Session to discuss a personnel matter and the P3 Update: seconded by Director Bodner. The motion carried unanimously. Motion by Director Boyd to exit Executive Session, seconded by Director Broadwell, the motion carried unanimously. ADJOURNMENT There being no further business, Director Broadwell made a motion to adjourn the meeting; seconded by Director Swanson. The motion carried unanin)ously. udy U derwood Secretary/Treasurer David McClellan Chairman