November 28, 2017 CALL TO ORDER MARWTTA, GEORGIA 30060 1000 EMC … Site PDFs... · 2017. 12. 20. · • Spotlight the Women’s Task Force. • Invite Avery Thurmond to draw the

MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARWTTA, GEORGIA 30060

November 28, 2017

CALL TO ORDER

Chairman Tripper Sharp called the meeting of the Cobb Electric MembershipCorporation (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

Tim Sosebee gave the invocation and led the pledge.

IN ATTENDANCE

The following members of the Board of Directors were present:

Bryan BoydTripper SharpDavid McClellanDavid TennantEd CrowellKelly BodnerMalcolm SwansonEric B. BroadwellRudy Underwood (Telephonically’)

Others in attendance were:

Chip NelsonDavid JohnsonRobert SteeleTim SosebeeKevan EspyLeslie ThompsonKristi KnightJenny CarrollBob SchoonoverRon YounkerTim Jarrell

Minutes of Regular Board of Directors Meeting Page 2 of 9Cobb Electric Membership CorporationNovember 28, 2017

Jada McCollumPerla De La RosaTim AlaseBrent Hendrickson, Memeber GuestDavid Tyler, Member GuestKevin Moore, General Counsel

APPROVAL OF AGENIJA

Director Boyd made a motion to approve the agenda, as presented and seconded byDirector Bodner. The motion carried unanimously.

SAFETY MESSAGE

Tim Alase, Customer Care/Payment Center Representative, presented the Safety Messageon space heater safety. Mr. Alase offered the following tips on how to stay safe when usingspace heaters:

• Only use space heaters that have been tested and certified by a nationally recognizedtesting laboratory. These heaters have been determined to meet specific space heatersafety standards, and manufacturers are required to provide important use and careinformation to the consumer.

• Always plug the heater directly into the wall outlet, and be sure the power cord is notcrossing a walkway. Never use extension cords or power strips, as these could overheatand lead to a fire. Never leave the space heater operating while unattended or sleeping,and unplug at the end of the day.

• Insure that the heater is placed on a stable, level surface, and located where it will not beknocked over.

• Read the space heater’s user manuallinstructions carefully to prevent any accidents.

APPROVAL OF PREVIOUS MINUTES

Chairman Sharp called for a vote to approve the minutes from the October 24, 2017Board of Directors Meeting. Director Bodner seconded a motion made by Director Boyd toapprove the minutes. The motion carried unanimously.

RECOGMZE MEMEERS

Chairman Sharp welcomed member guests, Brent Hendrickson, and David Tyler to themeeting.


REPORT FROM BUDGET %N1) FIN4NCE COMMITTEE

Director McClellan. Chairman of the Budget and Finance Committee, presented thereport from the Budget and Finance Committee Meeting held on November 27, 2017.

Director McClellan stated the Committee approved the minutes of the October 23, 2017Committee meeting. Kevin Greiner, President and CEO of Gas South. presented an update onGas South’s financial results as of October 2017. Gas South’s net income for October was a lossof $300,000, which is favorable to budget by $200,000. The fiscal year-to-date is a loss of $2.8million, which is $2.4 million favorable to the budget.

The Committee received a report on the Financial and Statistical Report for Cobb EMCfor the month of October 2017 by Robert Steele, CFO. The net margin for October was reportedat $3.2 million, which is $3.2 million favorable to budget. The calendar year to date net marginis $34.1 million, which is $1.5 million favorable to budget. The Balance Sheet at the end ofOctober is $915.2 million.

Tim Sosebee, Senior Vice President of Business Operations presented to the Committee areport on “write-offs” for the month of October 2017 for $63.080.

The Committee received a report on the third quarter 2017 budget review by Mr. Steele.Total expenses for the third quarter were under budget by 5.24 percent and year-to-date underbudget by 6.97 percent. The budget results for each division were presented and included thehighlights of the major variances for each division.

Mr. Steele offered the Committee a report for the proposed 2018 budget. To develop thebudget, Mr. Steele noted the Board had two working sessions with staff and discussed the budgetat length during the October 2017 B and F Committee Meeting.

After discussion, the Budget and Finance Committee approved the 2018 budget andpresented to the Board a recommendation to approve the 2018 budget as presented. ChairmanSharp called for a vote on the motion from the Committee to approve the 2018 budget. Therebeing no second necessary, the motion to approve the recommendation to approve the 2018budget carried unanimously. The Board thanked staff for their efforts in creating the 2018budget.

The Committee received a staff recommendation for the Wholesale Power CostAdjustment (WPA) of negative fifteen mils on member’s bills rendered in December 2017 fromDavid Johnson, COO. The Committee recommended the Wholesale Power Adjustment (WPA)to negative fifteen mils for the month of December 2017. The WPA will be reviewed monthlyand adjusted if necessary. Chairman Sharp called for a vote on the motion from the Committeeto approve the recommendation of a WPA of negative fifteen mils startingDecember 1. 2017, with consideration thereof monthly. There being no second necessary, themotion to approve the Committee’s recommendation, with consideration thereof monthly carriedunanimously. Adjusting the WPA to negative fifteen mills represents approximately $3.2million reduced from member’s bills in December 2017.

Chairman Sharp stated the financial reports have been reviewed and are ready forsubmittal to the auditors.

REPORTS FROM COMMITTEES

Audit Committee


Director Rudy Underwood, Chairman of the Audit Committee. stated the Committee didnot meet in November. The Committee will meet December 20, 2017.

Public Affairs and Education Committee

Kelly Bodner, Chairman of the Public Affairs and Education Committee, stated theCommittee met November 1, 2017 and discussed the following:

Annual Meeting Recap• Discontinue postcards in 2018 if there are no contested elections. There is no return on

this investment.• Consider providing recycling bins for plastic bottles and cardboard from setup, food, etc.• Explore ways to reduce cost for security.• Directors will introduce themselves during the meeting, while their photos are projected.

Also. displayed will he the districts each director serves.• Include closed captioning on the large screen.• Spotlight the Women’s Task Force.• Invite Avery Thurmond to draw the raffle tickets in 2018. Miss Thurmond asked during

the member comments portion of the 2017 Annual Meeting, how young people couldbecome involved and volunteer at Cobb EMC.

• Purchase a new raffle ticket barrel for 2018.• Display a large banner above the raffle ticket, drop-off tables that state, “Drop off raffle

tickets here.” On the raffle ticket tables, display photos of the prizes so guests can seewhat is available to win.

Pounds Auditorium Signage• Discussions are underway regarding the type of signage to use for the auditorium.• Ribbon cutting scheduled for January 20i$. The Board will provide Kevan Espy a list of

suggested attendees.

Member Engagement• Consider offering discounted Christmas lights to members.• Consider offering discounted LED lights to members.• Highlight Cobb EMC’s financial support of the community.• Consider creating Facebook videos of members reacting to receiving capital credit

checks.

Communications• The Board asked to receive “all employee” emails. Tim Sosebee, Senior Vice President

of Business Operations stated he would work with the IT Department to have all Boardmembers added to this email distribution list.

• The Board requested an additional slide added to the board reports, listing all monthlyevents for the cooperative, so they have the option to attend more employee events.

Minutes of Regular Board of Directors Meeting Page 5 of 9Cobb Electric Membership CorporationNovember 28. 2017

Explore options. such as a luncheon, to show appreciation to displaced employees ofBuilding 1000 due to ongoing renovations.

Governance Committee

Director Ed Crowell, Chairman of the Governance Committee. stated the Committee meton November 20, 2017 and approved revisions to Policies 610 arid 615. The Committee bringsto the full Board for approval the following:

Policy 610: Authority to SignAdd “and may delegate authority to Vice Presidents to sign contracts which obligate

Cobb EMC to no more than $20,000 per year and are no longer than a one year term (aggregateof S20.000 per year for any single vendor or party)” to paragraph two of II.

Chairman Sharp called for a vote on the motion from the Committee to approve Policy610, as presented. There being no second necessary, the motion to approve the Committee’srecommendation carried unanimously.

Policy 615: Contract ManagementRemove and add language in paragraph two, four, five and six of Section II for

clarification: add, “Management of loss control for liability considerations”, to paragraph threeof Section II: change CFO to CEO in paragraph six in Section II: remove Appendix/ContractManagement Sheet.

The Committee voted to remove the Appendix/Contract Management Sheet as part of thepolicy and replace with a separate document entitled Contract Management Guidelines. TheCommittee worked closely with Kristi Knight, Vice President Internal Audit and Compliance, aswell as Director Tennant and Attorney, Kevin Moore to create the guidelines.

Chairman Sharp called for a vote on the motion from the Committee to approve Policy615 and the new Contract Management Guidelines, as presented. There being no secondnecessary, the motion to approve the Committee’s recommendation carried unanimously.

Energy Portfolio Committee

Director David Tennant. Chairman of the Energy Portfolio Committee. stated theCommittee did not meet. The Committee plans to meet on December 12, 2017.

Human Resource Committee

Director Swanson, Chairman of the Human Resource Committee, stated the Committeemet on November 15, 2017 and discussed planned benefits and the NRECA Pension program.

APPROVE APPLICATIONS AND CANCELLATIONS OF MEMBERSHIPS

Chip Nelson, President and CEO, presented the Applications and Cancellations ofMemberships report, stating there were 1,900 activations and 1,763 cancellations, resulting in


137 net new members in the month of October. Net additions for the year total 1,399 and themember count as November 1, 2017 was 182.960.

Director Crowell made a motion to approve the applications for new memberships andapprove cancellations of memberships. as presented, seconded by Director McClellan. Themotion carried unanimously.

REVIEW SAFETY REPORT

David Johnson, COO, presented the October 2017 Board Safety Report on behalf ofJamey Hulsey, Senior Vice President of Electric Operations.

October 2017 Results

• October Safety Meetings - attendance is 100% for all departments. which includes 143make-ups.

• Preventable Vehicle Accidents - displayed annual totals from 2013 through 2017 withzero preventable vehicle accidents occurring in October 2017 and seven year-to-date.Company-wide efforts are ongoing to reduce vehicle accidents and decrease this number.

• Safety Violation Incidents - displayed annual totals from 2013 through 2017 with onesafety violation occurring in October 2017 with a total of twenty-two year-to-date.

• Recordable Injury Incidents - displayed annual totals from 2013 through 2017 with onenon-violation, and no violation injuries occurring in October 2017. Ten non-violationand two violation injuries have occurred year-to-date.

• Incident / DART Rate (includes preventable and non-preventable injuries) - displayedannual totals from 2013 through 2017. Cobb EMC’s year-to-date cumulative incidentrate is 2.65 and the year-to-date dart rate is 1.55.

• Safety Goal for 2017 = 100 percent — the 2017 daily success rate is 99.3 percent; 301 outof 303 days has passed without a violation injury, with 67 days since the last violationinjury.

Percentage of Safety Participation

Yearly totals for 2014 were 30.9 percent, 42.1 percent in 2015 and 79.70 in 2016. Safetyparticipation rose from 85.07 percent last month to 86.29 percent in October. Mr. Johnson notedthe cooperative is working diligently to trend this number upward.

Quarterly Reliability Report

Mr. .Johnson reviewed the 2017 year-to date average minutes lost by cause code reportnoting severe storms as the main contributor at 12.00 minutes with trees outside of the right-ofway as the second highest contributor at 5.24 minutes.

Mr. Johnson presented a broken poles summary, which included a 2016 to 2017 SAIDI(System Average Interruption Duration Index) comparison. The cumulative totals for brokenpoles in 2017 are: 17 due to right-of-way, 39 due to severe storms and high wind, 10 due tovehicles and one due to damaged equipment/lines.


Mr. Johnson presented the monthly SAIDI trends for 2015 through 2017. Thecumulative SAIDI for 2016 was 34.21. The 2017 threshold is 37.92 with a ten-year average, the2017 target is 34.12 with ten percent below a ten-year average, and the 2017 stretch is 30.33 andtwenty percent below a ten-year average. The cumulative SAIDI for 2017 to date is 36.23minutes.

MARKETING AND CORPORATE COMMUMCATIONS REPORT

Kevan Espy, Vice President of Marketing and Corporate Communications, presented theOctober 2017 Marketing and Corporate Communications report.

Mr. Espy reported on Smart Choice accounts for October 2017, which totaled 41,426active members. Mr. Espy discussed the Cobb EMC App, which had 2,689 downloads inOctober and 24,830 downloads since its release in March of 2017.

Cobb EMC hosted its first Safety Seminar at the Safety Village. The seminar was a greatsuccess and in line with J. D. Power and Associates recommendation to serve as “GoodCorporate Citizens”. The cooperative hosted a meet-and-greet with Representative KarenHandel. Guests from OPC and GTC attended the event. Several representatives from CobbEMC attended Cherokee County Chamber of Commerce. ‘Good Morning Cherokee’ breakfastmeeting. Lee Thomas. Deputy Commissioner of the Georgia Film, Music and DigitalEntertainment Office, a division of the Georgia Department of Economic Development, servedas the guest of honor for the meeting. Representatives from the cooperative also attendingribbon-cutting ceremonies for two of our new commercial customers. YANMAR North Americaand Adidas SPEEDFACTORY.

Mr. Espy provided the Community Foundation Update and reported total distributions forNovember 2017 totaled $70,200.

Mr. Espy provided a recap of the 2017 Cobb EMC Annual Meeting. Mr. Espy’spresentation provided satisfaction ratings and other statistics from the 3,292 registered memberswho attended the annual meeting. Regarding fair ticket redemption, of the 12,152 ticketsdistributed to registered members, approximately 80 percent were redeemed.

Upcoming events at Cobb EMC include the Christmas Celebration on Friday, December22, 2017 in Building 1000 Pounds Auditorium. The event will begin with a drop-by breakfast,served from 7:00 to 9:00 a.m., followed by the gift drawing at 12 noon.

REPORT FROM PRESIDENT AND CEO

Chip Nelson, President and CEO, discussed the following in his report;• Board members will be added to the cooperatives ‘all employee’ email distribution list

within the next few days.• The Gas South Management Committee Meeting announced that Gas South is bringing

scheduling and trading in-house by June of 2018. Gas South will hire three newemployees to accommodate this change.

• Dennis Chastain. Georgia EMCs President and CEO. invited Cobb EMCs Ed Crowell toserve on their Executive Committee. Mr. Nelson congratulated Director Crowell for thishonor.


REPORT FROM GENERAL COUNSEL

General Counsel, Kevin Moore, stated he had nothing to report.

REPORT FROM DIRECTORS

• Director Tennant attended the Georgia EMC Annual Meeting in Savannah as ourOPC/GTC/GSOC Representative. Director Tennant noted he was asked to serve on thenominating committee for the Oglethorpe Board.

• Director Crowell attended the Georgia EMC Annual Meeting as the cooperatives GEMCRepresentative. Director Crowell also attended one of Cobb EMCs focus groupmeetings, which he found very informative.

• Director Swanson attended both Cobb EMC focus group meetings and enjoyed hearingviewpoints expressed by members.

• Director Bodner attended a focus group session and found member’s comments bothhelpful and informative. Director Bodner expressed her gratitude to staff for their hardwork on creating the 201$ budget.

• Director McClellan attended a focus group meeting and enjoyed hearing member’scommentary and viewpoints. Director McClellan also attended the Karen Handel event.

OLD BUSINESS

Chairman Sharp stated there was no old business at this time

NEW BUSINESS

2017 Annual Meetin% Minutes

The Board reviewed the draft 2017 Annual Meeting Minutes. Director Crowell made amotion to approve the Annual Meeting minutes; seconded by Director Bodner. The motioncarried unanimously. Board and Staff thanked Jenny Carroll, Executive AdministrativeAssistant to the President and CEO, for her work on creating the minutes in a cohesive andtimely manner.

2018 Annual Meeting Date

Mr. Espy made a recommendation to the Board to set the 2018 Annual Meeting date forSaturday, September 15, 2018. Chairman Sharp called for a vote on the recommendation toapprove the 2018 Annual Meeting Date. There being no second necessary, the motion toapprove the recommendation carried unanimously.


EXECUTIVE SESSION

Director McClellan made a motion to enter Executive Session for the discussion ofpersonnel matters and confidential business information; seconded by Director Boyd. Themotion carried unanimously.

The Directors went into Executive Session.

Motion by Director Crowell to exit Executive Session, seconded by Director Boyd; themotion carried unanimously.

Upon exiting Executive Session, Director Tennant made a motion to appoint DirectorsBoyd, Sharp and McClellan to the Gas South Management Committee; seconded by DirectorSwanson. The motion carried unanimously.

ADJOURNMENT

There being no further business, Director Underwood made a motion to adjourn themeeting; s nded by Director Boyd. The motion carried unanimously.

Bryan ydSecretary/Treasurer

Documents

November 28, 2017 CALL TO ORDER MARWTTA, GEORGIA 30060 1000 EMC … Site PDFs... · 2017. 12. 20. · • Spotlight the Women’s Task Force. • Invite Avery Thurmond to draw the