april 24, 201$ call to order marietta, georgia 30060 1000 ... · director tennant requested the...

MINUTES OF REGULAR BOARD Of DIRECTORS MEETING OfCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

April 24, 201$

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

Rudy Underwood 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

Others in attendance were:

Peter HeintzelmanTim SosebeeKevan EspyJamey HulseyKristi KnightBob SchoonoverLeslie ThompsonJenny CarrollRon YounkerTim JarrellPerla De La RosaClifford Stone

Minutes of Regcilar Board of Directors Meeting of 10Cobb Electric Membership CorporationApril 24, 2018

David Tyler, Member GuestKevin Moore, General Counsel

APPROVAL OF AGENDA

Director Boyd made a motion to approve the agenda, seconded by Director McClellan.The motion carried unanimously.

SAFETY MESSAGE

Clifford Stone. First Class Lineman, presented the Safety Message on intersection safety.With roughly half of all traffic injuries attributed to intersections in the United States, Mr. Stonesuggested entering all intersections with caution, being careful to avoid all distractions.

APPROVAL OF PREVIOUS MINUTES

Chairman Sharp called for a vote to approve the minutes from the March 27, 2018 Boardof Directors Meeting. Director Tennant requested the Energy Portfolio Meeting scheduled forMarch 29, 2018 be added correctly to Page 6 of the minutes. Director McClellan seconded amotion made by Director Boyd to approve the minutes, as amended. The motion carriedunanimously.

RECOGNIZE MEMBERS

Chairman Sharp welcomed member guest David Tyler to the meeting.

REPORT FROM BUDGET AND FINANCE COMMITTEE

Director McClellan. Chairman of the Budget and Finance Committee, presented thereport from the Budget and Finance Committee Meeting held on April 23, 2018.

Director McClellan stated the Committee approved the minutes of the March 26, 2018Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update onGas South’s financial results as of March 2018. Gas South’s net income for March was $5.5million, which is favorable to budget by $2.3 million. The fiscal year-to-date net income is$15.8 million, which is $2.4 million unfavorable to the budget.

The Committee received the Financial and Statistical Report for Cobb EMC for themonth of March 2018 by Jada McCollum, Director of Accounting. The net margin for Marchwas reported at $1.4 million, which is $4.8 million favorable to the budget, due primarily to thetiming of a cash payment versus budget. The calendar year-to-date net margin is $12 millionwhich is $4.7 million favorable to budget. The Balance Sheet at the end of March is $929.8million.

Tim Sosebee, Senior Vice President of Business Operations presented to the Committee areport on “write-offs” for the month of March 2018 for $20,794.

Tim Jarrell, Associate Vice President of Power Supply, reported on the Power CostUpdate for the month of March. The Committee received a staff recommendation for the

Minutes of Regular Board of Directors Meeting of 10Cobb Electric Membership CorporationApril 24, 2018

Wholesale Power Cost Adjustment (WPA) of zero mils on member’s bills rendered in May 2018from Mr. Jarrell. The Committee recommended the Wholesale Power Adjustment (WPA) bezero for the month of May 2018. The WPA will be reviewed monthly and adjusted if necessary.

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation of a Wholesale Power Adjustment of zero mils starting May 1. 2018, withconsideration thereof monthly. There being no second necessary, the motion to approve theCommittee’s recommendation, with consideration thereof monthly carried unanimously.

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 meton April 6. 2018 and discussed the following:

• The Committee met with external auditors. McNair. McLemore, Middlebrooks. whoare conducting their annual audit of the cooperative.

• The Committee discussed Policy 703 and voted to eliminate the policy requirementsfor posting audited quarterly financia]s, starting after December 31. 2018. Thisrecommendation was forwarded to the Governance Committee for review. TheCommittee will meet with the external auditors in June of 2018 to finalize details.

• Kristi Knight. Vice President, Internal Audit and Compliance, offered a report on the CyberRisk Management Audit and gave an update on the internal audit work plan.

• During the Committee’s Executive Session, discussions were held on a personnel matter anda contractual issue.

Director Underwood stated he had a personnel matter and a contractual issue to discussduring Executive Session.

Public Affairs and Education Committee

Kelly Bodner, Chairman of the Public Affairs and Education Committee, stated theCommittee met on April 12, 2018 and discussed the following;

PACE SpeakerLaura Schepis with the Partnership for Affordable Clean Energy (PACE), a 501 C 4 non

profit, discussed the issues surrounding energy fairness and provided Committee members withrelevant energy resources.


Demographic Information and Utilization• Marketing will leverage datalmember insights to better serve our members.• The collected demographic data provided insight to how members participate in programs

and services offered by Cobb EMC.

Social Media Communication• A discussion was held on tailored channel messaging. The best example of this strategy was

implemented during the cooperative’s LED changeout initiative. The return from this typeof messaging on social media was extraordinary and due to presenting a topic of interestthrough the correct channel.

filter Easy Update• Research was conducted with HVAC Contractors regarding the possible impact of the filter

program. Some contractors felt the program would negatively impact their business.• Filter Easy has a partnership with Touchstone Energy, so Cobb EMC will channel this

opportunity through Touchstone.

Social MedialFacebook• Facebook has recently changed its algorithm with a ‘meaningful interactions’ update.

Facebook will now prioritize posts that create meaningful conversations, especially thosefrom family and friends. This update has reduced the exposure for businesses in the news

feeds. To adjust to this change, Cobb EMC will need to pay for more advertising.

Foundation Update• The Cobb EMC Community foundation approved adding $3,000 to the Ford Scholarship

Fund on an annual basis.• The Cobb EMC Community Foundation will now fund up to four students for the

Washington Youth Tour at a total cost of $16,800 or $4,200 per student.

Governance Committee

Director Ed Crowell. Chairman of the Governance Committee, stated the Committee meton April 20, 2018. The Committee recommended revisions to Policy 703. 801, 902 and 804 asfollows:

Policy 703: Financial ReportingThe proposed recommendation will remove the requirement for posting and performing

audited quarterly reviewed statements, which are not required and result in an unnecessary costto the EMC. Members will continue to have access to the abbreviated version of the financials


from the Financial and Statistical Report posted monthly on the company’s website.

Policy 801: Digital & Social Media for Corporate ConununicafionsDue to “Project Benji”, an initiative for the cooperative to proactively confront future

storm events, the language of this policy must allow more flexibility when responding to postsfrom members on social media. During Winter Storm Benji, social media was the most widelyused tool for interaction with members. The proposed changes to the policy will grant designatedemployees the ability to respond to both private and public posts from members who reach out toour cooperative via social media.

The CEO will be given the authority to grant designated employees the ability to post onsocial media. Pinterest will be removed from the policy and Instagram will he added to thecompany’s social media platforms. These changes will give flexibility to delete or hide posts thatare irrelevant to Cobb EMC’s guided topics of conversation.

Policy 902: Digital & Social Media (Employee Posting)Due to the amendments made to Policy 801, updates to Policy 902 were necessary. The

following language will be added to the policy to address the issue of using social media at workand employee interactions with the media. “Cooperative employees, except those specificallydesignated and authorized by the CEO, Senior Vice President of Marketing and CorporateCommunications or the Director of Member and Public Relations to administer Cobb EMC’ssocial presence. are not allowed to use the cooperative’s equipment (e.g. computers, tablets, etc.)to access social media networking sites for personal use during normal business hours.Employees may view in Cobb EMC’s social media sites during normal business hours, as long asemployees abide by this policy. Do not use Cobb EMC email addresses to register on socialnetworks, blogs. or other online tools visited for personal use” and “Employees may notcommunicate with the media in any form (whether such communication is spoken, written ordigital) on Cobb EMC’s behalf without receiving prior authorization from the Senior VicePresident of Marketing and Corporate Communications, the Director of Member and PublicRelations and/or a designee authorized by the Senior Vice President of Marketing and CorporateCommunications. All media inquiries should be directed to the Senior Vice President ofMarketing and Corporate Communications or the Director of Member and Public Relations”.

Policy 804: Treated Wood Products and Other Facilities, Moving, and/or DisposalThe updates to this policy will offer clarification on where responsibility falls for the

following:

• The Director of Engineering is responsible for administering the internal process formoving poles.

• The Director of Safety is responsible for administering the internal processes to facilitatecompliance with this policy for disposal of treated wood products.


Chairman Sharp called for a vote on the motion from the Committee to accept all changesto all policies, as presented. There being no second necessary, the motion to approve theCommittee’s recommendation carried unanimously.

Energy Portfolio Committee

Director David Tennant. Chairman of the Energy Portfolio Committee. stated theConi.mittee met on March 29, 2018 and discussed the following;

Update on Ten-Year, Long Term Power CostsKevin Milman. Director of Power Supply. offered a presentation on the ten-year. long

term analysis on kWh sales and purchases forecast and its effects on gas prices and variablecosts:

• kWh sales and purchases increased three years in a row (2014-2016): but decreased in 2017by five percent

• Projected less Tier 1 and Tier 2 capacity needs until 2021• Using Nymex futures prices for long term projections significantly decreases the annual

power cost compared to Southern Power’s forecasted natural gas prices• Ten-year $/MWh is relatively flat based on current projections and assumptions (ten-year

projections are updated annually)

Rate Strategy Objectives• Mr. Jarrell updated the Committee on the planning process for the development of the new

rate. Several goals have been established including developing a flat energy rate, a ratecalculator and an EV energy rate. Mr. Jarrell plans to hold future brainstorming discussionswith staff to discuss these goals and what characteristics each should possess.

• The Committee held a discussion on the rates that are currently offered and ideas on whatnew rates to develop.

• The rate strategy was discussed to gather ideas for future, ongoing discussions. Norecommendations were made and no actions were taken.

“EMC as a Trusted Energy Advisor” Seminar at Cobb EMCMr. Jarrell updated the Committee on the upcoming Energy Seminar scheduled for May

1, 2018.• Tim Jarrell. Nurdan Cornelius (Marketing), and Jeff Pratt from Green Power EMC

organized the seminar.• Speakers have been confirmed and additional marketing promotions are planned to

endorse the event over the next Few weeks.• The agenda has been finalized and was provided to the members of the Committee.• An invitation was extended to all directors to attend to support this event.

Director Tennant stated he had a contractual issue to discuss during Executive Session.


Electric Vehicle (EV) Task ForceA task force was created to spearhead EV rate discussions. The task force is comprised

of the following mernbers Tim Jarrell, Kevan Espy, Ron Younker, Krista Zalewski. MarkGoddard, Chris Hardy and Nurdan Cornelius.

Human Resource Committee

Director Swanson, Chairman of the Human Resource Committee, stated the Committeedid not meet and he had nothing to report.

APPROVE APPLICATIONS %ND CANCELLATIONS Of MEMEERSHIPS

Peter Heintzelman. President and CEO, presented the Applications and Cancellations ofMemberships report, stating there were 1,955 activations and 1.757 cancellations, resulting in198 net new members in March. The member count year to date is 527 and the total membercount as of March 1,2018 was 183,801.

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

Jamey Htilsey, Senior Vice President of Electric Operations, presented the March 2018Board Safety Report.

March 2018 Results

• March Safety Meetings - attendance is 100% for all departments. which includes 38make-ups.

• Preventable Vehicle Accidents - displayed annual totals from 2014 through 2018 withzero preventable vehicle accidents occurring in March 2018 with a total of three year-to-date.

• Safety Violation Incidents - displayed annual totals from 2014 through 2018 with zerosafety violations occurring in March 2018 with a total of three year-to-date.

• Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with onenon-violations, and zero violation injuries occurring in March 2018. There have beenfour non-violation and zero violation injuries year-to-date.

• Incident / DART Rate (includes preventable and non-preventable injuries) - displayedannual totals from 2014 through 2018. Cobb EMC’s year-to-date cumulative incidentrate is 0.99 and the year-to-date dart rate is zero.

• Safety Goal for 201 8 = 100 percent — the 2018 daily success rate is 100 percent; 90 out of90 days have passed without a violation injury: 218 days have passed since the lastviolation injury.


Percentage of Safety Participation

Yearly totals for safety participation in 2015 were 42.1 percent, 79.7 percent in 2016 and$7.53 in 2017. Safety participation increased from 76.39 percent in February to 79.03 percent inMarch. Mr. Hulsey noted the cooperative is working diligently to trend this number upward in2018.

MARKETING AND CORPORATE COMMUMCATIONS REPORT

Mr. Espy presented the March 2018 Marketing and Corporate Communications reportand discussed the Cobb EMC App promotion. Since its inception in January of 2017, theapplication has 35.8]0 recorded downloads.

Mr. Espy discussed Cobb EMC’s overall results from the JD Power and Associates study.The cooperative scored 770 in Wave 2 and 775 in Wave 3. The cooperative is in the firstquartile in every category except one.

Mr. Espy discussed the P3 company-wide goals versus actuals. Current standing is 775.target goal is 754 and the stretch goal is 783.

Mr. Espy discussed the cooperatives secured media coverage, media tone, Facehookimpressions and engagement, and Twitter impressions and mentions.

Upcoming events for Cobb EMC Include;• The HOA Meeting — April 26, 6:30 p.m. / Pounds Auditorium• How to Position Your EMC as a Trusted Energy Advisor — May 1 at 8:00 a.m. I

Pounds Auditorium• Energy Efficiency and You Seminar — May 3, 6:00 p.m. / Pounds Auditorium• Foundation Habitat for Humanity Build — May 5, 7:45 a.m. / 1811 Blossom Lane,

Austell, GA 30168

Mr. Espy provided the Community Foundation update and reported total distributions forApril 2018 totaled $79,680. The Foundation is approaching $3.5 million in disbursements sinceits inception.

REPORT FROM PRESUJENT ANTJ CEO

Peter Heintzelman, President and CEO, reported on the following;

Events in March• Created the Idea Machine which became effective immediately• Held an off-side, one-day. strategy session with senior staff;

- Achieved new mission, vision, and value statement matching our way forward- Implemented project management framework through ClearPoint software to establish

divisional projects and process Idea Machine tracking- Identified clear strategy-to-budget calendar

• Town Hall Meetings — a series of monthly Town Hall Meetings have been planned forthe year. The first set of meetings occurred in March. Received positive feedback from


employees who expressed their appreciation for the depth of communication and thestraight talk practice

• Currently working on a leadership focus with accountability for our values through alllevels of management and employees

• Met with the Oglethorpe team, two neighboring EMC and their CEOs. the President andCEO of EnerVision, and staff from Georgia Power

• Cobb EMC hosted a community leader engagement April 11. 2018• Continuing to work closely with Gas South;

- Attended first MCOM meeting- Exchanged ideas on best practices and identifying mutual areas of interest andsynergies

• Experienced great progress with EV initiatives• Held Lineman Appreciation Cookout and Fan Spirit Wear Day for all employees. The

event featured our new smoker. Employees were free to socialize, and play games at thecookout.

Mr. Neintzetrnan gave a presentation on the “Our Way Forward” initiative whichhighlights the cooperativ&s new mission and vision statements, revised goals, and mission tobecome an “employer of choice”.

Mr. Heintzelman stated the date for the upcoming Board and Staff budget session wouldbe announced soon.

REPORT FROM GENERAL COUNSEL

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

REPORT FROM DIRECTORS

• Director Broadwel] attended the NRECA Director’s Conference. Gettysburg LeadershipConference, and The Washington Legislative Conference where he met with variousofficials to discuss topics of interest on behalf of the cooperative.

• Director Boyd attended The Washington Legislative Conference.• Director Tennant attended The Washington Legislative Conference and the Cobb EMC

electronic and paper recycling event which he stated was well organized by staff.• Director Crowell attended The Washington Legislative Conference and met with various

officials to discuss business related to our cooperative.• Director Swanson received two complaints from members regarding the brightness of the

newly installed LED streetlights.• Director Bodner attended the Women’s Task force dinner and received praise from

attendees for increasing the number of students who attend the Washington Youth Tourfrom one to four. Director. Bodner thanked Mr. Hulsey and his staff for restoring powerto her elementary school during a recent outage, and received good feedback fromneighbors/members regarding the recycling event.


• Director Underwood attended the recycling event and found it to be well organized withhigh attendance. Director Underwood suggested we have strategic discussions withGeorgia EMC regarding future attendance at the Washington Legislative Conference.Director Underwood would like to see the cooperative have a presence at key eventsduring the conference to make the event more productive and less social.

• Director McClellan attended the Women’s Task Force dinner.• Chairman Sharp attended the recycling event and noted it was well-organized. Chairman

Sharp stated that staff did an outstanding job moving visitors through the recyclingstations quickly and in a smooth and orderly fashion. Chairman Sharp attended theWomen’s Task Force dinner and also received member complaints regarding thebrightness of our LED streetlights and right-of-way clearing issues.

OLD BUSINESS

Board Emails

Tim Sosebee. Senior Vice President oF Business Operations, distributed instructions tothe Board on how to set up the Outlook application on their cell phones to access Cobb EMCemails. Mr. Sosebee noted he would be available for questions. if needed.

NEW BUSINESS

Chairman Sharp stated there was no new business to discuss.

EXECUTIVE SESSION

Director Crowell made a motion to enter Executive Session to discuss a personnel matterand a contractual issue; seconded by Director McClellan. The motion carried unanimously.

The Directors took a short recess then entered Executive Session.

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

ADJOURNMENT

There being no further business, Director Boyd made a motion to adjourn the meeting;seconded b Director McClellan. The motion carried unanimously.

Bryan ydSecretary/Treasurer

Tripper SharpChairman

april 24, 201$ call to order marietta, georgia 30060 1000 ... · director tennant requested the...

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