october 22, 2019 call to order marietta, georgia 30060 … site pdfs... · 2019. 11. 22. · report...

MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

October 22, 2019

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 meetingwas 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 TennantKelly BodnerMalcolm SwansonEric B. BroadwellRudy UnderwoodEd Crowell

Others in attendance were:

Peter Heintzelman, CEOBrett Stovem, CFOTim SosebeeKristi KnightTim JarrellTim HarshbargerKris DelaneyPaul GiesNataly HartMayson SmithTyron BerryMark Goddard

Minutes of Regular Board of Directors Meeting of 11Cobb Electric Membership CorporationOctober 22, 2019

Vickie TardifJenny CarrollSinan Nurdogan, Member GuestKevin Moore. General Counsel

APPROVAL OF AGENDA

Chairman Swanson requested a correction be made to 7. b. of the agenda to change theword Business to Budget. Director Boyd made a motion to approve the agenda, with the requestedchange, seconded by Director Broadwell. The motion carried unanimously.

SAFETY MESSAGE

Tyron Berry. SharePoint Architect, Senior, delivered the Safety Message on Cobb EMC’srecent implementation of multi-factor authentication. The Information Technology Department isin the process of rolling out multi-factor authentication requirements to all employees, startingwith Office 365 to further protect Cobb EMC’s network. Multi-factor authentication is a way todouble verify your identity before you can access software. This process is like what you mayexperience when logging into social media, banks and personal email. Mr. Berry encouragedeveryone to set up this feature on all personal and business software applications.

RECOGNIZE MEMBERS

Chairman Sharp welcomed member guest Sinan Nurdogan to the meeting.

CONSENT AGENJA

A. APPROVAL OF PREVIOUS MINUTESB. APPLICATIONS AND CANCELLATIONS OF MEMBERSHIPS

Chairman Sharp called for a vote to approve the consent agenda consisting of the followingitems:

a. Minutes from the September 17 and 25, 2019 Board of Directors Meetings.b. Applications and Cancellation of Membership for September 2019.Director Broadwell made a motion to approve the consent agenda as presented, seconded

by Director Boyd. The motion carried Linanimously.

REPORTS FROM COMMITTEES

Audit Committee

Director McClellan, Chairman of the Audit Committee, stated the Committee did not meetand there was no report at this time.

Bud%et and Finance Committee


Director Swanson. Chairman of the Budget and Finance Committee, presented the reportfrom the Budget and Finance Committee Meeting held on October 21, 2019.

Director Swanson stated the Committee approved the minutes of the September 16. 2019Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update on GasSouth’s financial results as of September 2019. Gas South’s net income for September wasreported at a loss of $200,000, which is $300,000 favorable to budget. For the calendar year todate. Gas South’s net income is $10.6 million which is $3.3 million unfavorable to budget.

The Committee received the Financial and Statistical Report for Cobb EMC for the monthof September 2019 by Brett Stovem, Chief Financial Officer. The net margin for September wasreported at $9.9 million which is $6.0 million favorable to budget. The calendar year to date netmargin is $53.9 million which is $9.1 million favorable to budget.

Tim Sosebee, Senior Vice President of Business Operations, presented to the Committee areport on “write-offs” for the month of September 2019 for $60,428.

Tim Jarrell, Vice President of Power Supply reported on the Power Cost Update for themonth of September. The Committee recommended a Wholesale Power Adjustment (WPA) ofzero mils for the month of November 2019. The WPA will be reviewed monthly and adjusted ifnecessary.

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation of a Wholesale Power Adjustment of zero mils starting November 1, 2019, withconsideration thereof monthly.

There being no second necessary, the motion to approve the Committee’s recommendation,with consideration thereof monthly. carried unanimously.

Chairman Sharp stated the financial reports have been reviewed and are ready for submittalto the auditors.

Eneriv Portfolio Committee

David Tennant, Chairman of the Energy Portfolio Committee, stated the Committee meton October 2, 2019 with the full Board and received multiple presentations by Mr. Jarrell on thefollowing:

1. Update on campus solar project• 4 smart solar flowers due to arrive in October• Solar panels arrive in December• EPC Agreements signed by all parties• 0 and M agreements in final review• Project timeline presented; project should be completed in June 2020• A project risk matrix was provided to all attendees

2. GSOC Solar Issue• Increased solar generation may affect system stability andlor performance• Discussion with key EMCs relative to regulating reserves are on-going• Disagreement between scheduling member groups and dynamic member groups• Primary issue: it is not possible to spread impact across EMCs when one EMC may be

the primary problem

Minutes of Regular Board of Directors Meeting of 1 1Cobb Electric Membership CorporationOctober 22, 2019

• Increased regulating reserves is likely solution

3. Scheduling update SMG 3 RFP (includes Cobb EMC relative to governance)• SMG 3 evaluating long term power contract with Southern Power• Multiple EMCs have contracts that end at different dates• More emphasis on renewables with this RFP

4. Clean Power Plan: in effect July 8, 2019• Repeals previous clean power plan• States have more authority for power plant performance standards and emissions• New EPA rules will have minor impact on industry and Oglethorpe Power

5. Power Costs• Increase in Cobb EMCs load ratio incurs additional GSOC costs of $9.8 million to 2020

budget• 2020 predicted kWh forecast is 4.1 billion kWh’s• Based on load growth of 1.25 percent

Governance Committee

Ed Crowell, Chairman of the Governance Committee, stated the Committee met onSeptember 18, 2019 and discussed revisions to multiple policies as follows:

1. Policy 603 — Subject: Board Meeting Procedure: Agenda• To remove sample agenda

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation change to Policy 603.

There being no second necessary, the motion to approve changes to Policy 603 as presentedcarried unanimously.

2. Policy 615 — Subject: Contract Management• To clarify language in Section II to read, “Contracts which create unbudgeted expenses

greater than $50,000 shall be reported to the Audit Committee on a quarterly basis. Andthose greater than $100,000 must be approved by the Board of Directors.”

• To include the title of Director of Supply Chain and language related to contractmanagement system.

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation changes to Policy 615.


3. Policy 617 — Subject: Concurrent Travel of Board of Directors and Senior Staff


Revisions to this policy were necessary to update the number of Senior Staff members ableto travel together; currently, it is restrictive when attending meetings where most of the SeniorStaff and Directors are together. The changes recommended were as follows:

• Change the auto restriction to 3 instead of 2 per car regardless of miles• Change number of staff per flight to 3 instead of 2 to align with auto restriction• Add a restriction for private aircrafts flown by staff members• Add exception for shared multi-passenger transport (such as when vans are used to

attend meetings at the State Capital)

Chairman Sharp called for a vote on the motion from the Committee to approve therecommendation changes to Policy 617.


4. Policy 702 — Subject: Treasury PolicyDue to various changes in staff within the Finance Department, the current policy must

be updated to reflect title changes. Recommended updates are as follows:• The position of Controller was recently added. Due to the addition of this new

position, the policy must be updated to reflect the title and its related responsibilities• Added reference to Delegation of Authority ManualChairman Sharp called for a vote on the motion from the Committee to approve the

recommendation changes to Policy 702.There being no second necessary, the motion to approve changes to Policy 702 as presented

carried unanimously.

5. Policy 920 — Subject: Staff Vehicle Policy• Remove paragraph number 4, section C• Renumber 5 to 4Chairman Sharp called for a vote on the motion from the Committee to approve the

recommendation changes to Policy 920.There being no second necessary, the motion to approve changes to Policy 920 as presented

carried unanimously.

Human Resource Committee

Director Bodner. Chairperson of the Human Resource Committee, stated the Committeemet on September 19, 2019 to discuss insurance changes and met in executive session with thefull Board for a Special Called Board Meeting, on September 25, 2019 to approve staffrecommended insurance changes. Director Bodner noted that the updates to the insurance planwill save the cooperative $1.48 million in 2020. Director Bodner stated the Compensation Policywith be discussed during Executive Session of the meeting.

Public Affairs and Education Committee

Minutes of Regular Board of Directors Meeting of 1 1Cobb Electric Membership CorporationOctober 22. 2019

Director Broadwell, Chairman of the Public Affairs and Education Committee, stated theCommittee met on October 15, 2019 and discussed the following:

• Received an update and overview of the 2019 Annual Meeting• Received an update on the 2020 marketing plan• Received an update on current marketing efforts such as banners on the fences of our

wholly owned substations• Discussed important dates such as the 2020 Annual Meeting• During executive session, discussed business and marketing plans and provided agreed

upon direction to Peter Heintzelman and Kris Delaney

Gas South Management Committee (MCOM)

Director Boyd, Chairman of the Gas South Management Committee stated the Committeemet on October 16, 2019 and discussed the following:

• Received an update on Chesapeake Utilities Corporation (Chesapeake Utilities) (CPK)and their announcement to exit the natural gas marketing business through the sale ofthe majority of the assets of Peninsula Energy Services Company, Inc. (PESCO), theCompanys natural gas marketing subsidiary

• Discussed new hires at Gas South• Discussed Gas South’s pricing environment• Announced the Government Affairs Team at both Gas South and Cobb EMC has been

expanded to include Capital City Public Affairs• Discussed the credit agreement lead by SunTrust Bank

REPORTS FROM STAFF

Operating Snapshot and Report from CEO

Peter Heintzelman. President and CEO offered a presentation on the following;

• Reviewed the Cobb EMC operating snapshot• Discussed highlights from September and October:

- Strong progress continues in all strategic areas; revised strategy document to be distributedthis week

- Attended the International Lineman Rodeo which was a successful and safe event- Received excellent feedback on marketing and communications from committees and the

Board. This feedback will be integrated in the final plan to be presented- Attended conferences:

- CFC 100 Conference meeting at MIT; discussed DER and technology trend education- NRECA Regions 2 and 3 Meeting in Louisville, KY; the conference was educational,

and lessons were learned- Held Town Hall Meetings and discussed improvements to Benefits, and offered clarification

and education to employees regarding on-going projects at the cooperative- Community Events:


- Attended and offered remarks at Cobb EMC Sponsored Cherokee and Cobb Chamberbreakfasts

- Attended the Cobb Chamber International Council working session and reception- Attended the Five Alarm Lunch for local First Responders sponsored by Cobb EMC- Attended Cobb EMC’s annual Recycling Day

• Government Relations:- Hired Capitol City Public Affairs to coordinate government relations efforts- Attended several meetings at the Capitol in support of Cobb EMC and Gas South initiatives- Taylor-English engagement for Cobb EMC: attended various political receptions- Held meeting with Pat Wilson, Georgia Commissioner of Economic Development

• Looking forward:- Developing Leadership/Training Academy- Exploring data analytics firms; received proposals for study- Received a research and innovation win with Solar Inventions project

• Chosen to participate in the Cobb Chamber’s Honorary Commanders Program for 2020• Conducted a podcast with Freeing Energy

OX — Operational Excellence

Kevan Espy, Senior Vice President of Operations, presented the Operational ExcellenceReport for September 2019.

October 2019 Results• Preventable Vehicle Accidents (PVAs) - displayed annual totals from 20] 5 through 2019 with

zero preventable vehicle accidents and zero non-preventable vehicle accidents occurring inSeptember 2019, with a total of six PVAs year-to-date and four non-PVAs year to date

• Safety Violation Incidents - displayed annual totals from 2015 through 2019 with zeroviolations occurring in September 2019 with a total of seven year-to-date. Mr. Espy noted themarked improvement from same time last year of 23 Safety Violations Incidents

• Recordable Injury Incidents - displayed annual totals from 2015 through 2019 with two non-violation, and zero violation injuries occurring in September 2019. There have been twelvenon-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 2015 through 2019. Cobb EMC’s year-to-date cumulative incident rate is 3.03 and the year-to-date DART rate is 1.26

• Safety Goal for 2019 100 percent — the 2019 daily success rate is 100 percent; 273 out of273 days have passed without a violation injury this year; 766 days have passed since the lastviolation injury and 59 days has passed since the last preventable vehicle accident (PVA) andthe last violation

Operations Update• Operational Fiber Update - 220 miles, 144 count fiber backbone• CAIDI- Customer Average Interruption Index; Cobb EMC ranks number one in the nation• International Lineman’s Rodeo Update; finished 11 out of 248• Safety Accreditation: received a score of 99 out of 100


Substation 21 Redesign- In progress

MX — Member Experience and Community

Tim Sosebee, Senior Vice President of Business Operations and Kris Delaney, VicePresident of Marketing and Corporate Communications, co-presented the September 2019Member Experience and Community report.

Mr. Sosebee offered a business operation update as follows:• Conducted kick off meeting and architects began programming sessions with departments

for South Campus planning• Finalized plans for the Building 1000, third floor remodel with goal to send RFP to general

contractors’ week of October 21, 2019• Updated materials and conducted training to prepare for DSRP drills• Multi Factor authentication roll out started to increase cyber security• Roofing projects underway for warehouse and fleet buildings scheduled to be complete

October 31, 2019• Discussed sympathy notes sent to members who have lost loved ones. Will bring examples

of these notes for next Board meetingMs. Delaney reviewed the breakdown of both website and mobile traffic on the website

noting there were 99,892 unique visitors to our website, 46.8 percent coming from a mobile ortablet. The top 3 viewed pages in September (not including the home page) were 1. My Account,2. Contact Us and 3. Annual Meeting. There were 454,357 screen views to our app. The top 3viewed screens (not including the home screen) were I. Bill and Pay, 2. Usage Graph and 3. MyUsage Dashboard.

Regarding Social Media, twenty-four Facebook, thirty Tweets, eleven Instagram, and fiveLinkedln posts were made.

Our email campaign yielded the following results:

Paperless Campaign Test Emaits/193 conversions7,000 members and 26% combined open rate

Annual Meeting Invitation! I ,85 1 clicks126,000 members and 25.1% open rate

Upcoming EV Events/970 clicks126,000 members and 21% open rate

Ms. Delaney discussed September’s top performing social posts, Septembercommunication content and noted Foundation disbursements for the month totaled $73.800.

Vickie Tardif offered the following Third Quarter Report on Cobb EMC’ s CommunityFoundation:Third Quarter Donations:

• July 2019 through September 2019 = $227.100Applications:


• 105 applications received and 74 applications approved (of the 105 applications, 18 neworganizations applied and 1 3 were approved)

2019 Quarterly Comparisons:• 1st quarter donations: $227,000• 2nd quarter donations: $225,900• 3rd quarter donations: $227,100

Yearly Donations:• 2017=$873,490• 2018=$865,535• 2019 through 3rd quarter = $680,000

Donations Since Inception on November 2013:• $4,807,978

Ms. Delaney offered an update on Cobb EMC’s Amazon program noting 180 membershave made purchases, members have purchased $5,300 on Amazon products, and $280 was paidto Cobb EMC in commission

Regarding community engagement, Cobb EMC participated in the annual Truckapaloozapresented by the Cobb Safety Village. This event gives children and families the chance to getup-close and personal with larger-than-life trucks, public safety equipment, and specialty vehicles.

Ms. Delaney presented a video compilation of the 2019 Annual Meeting.

EX — Employee Experience

Tim Harshbarger, Vice President of Human Resources, presented the September/October2019 Employee Experience report detailing Cobb EMC’s employee landscape, source of new hires(internal vs. external), demographics, retirement eligibility and retirement plan information. Mr.Harshbarger detailed employee events and happenings at the cooperative as follows:

- Weilness Program Annual Kickoff— October 3- Retiree Open Enrollment Meetings — October 7- Health fair — October 10- Employee Advisory Group - October 10- Performance Evaluation Training - October 14 — 17- Director Open Enrollment - October 21 — November 1- Hollowenie Roast - October 31- Employee Open Enrollment — November 4 - 15- Team Spirit and Dessert Challenge — November 19- Senior Team Succession Planning — Fourth Quarter

Mr. Harshbarger announced the 2019 Heath Fair was a huge success and attended by over200 employees. At the event, free flu shots were offered, and multiple vendors were in attendanceto assist employees with their health-related questions.

Mr. Harshbarger presented a video with a moving testimony from Christine Mullinax,Commercial hdustrial Account Manager in Commercial Marketing, who shared her journey ofhealth and wellness.


IX — Innovation and Trusted Energy Advisor

Mr. Jarrell presented the September 2019 Innovation and Trusted Energy Advisor Report.• Project Solarbe - Panels will arrive from a new vendor within two weeks. The new panels are

less expensive and more efficient• Residential battery — Discussions continue with Sonnen on a residential battery cooperative

program• Received ENEL grant with Solar Innovations

REPORT FROM DIRECTORS AND GENERAL COUNSEL

• General Counsel, Kevin Moore, stated he had nothing to report at this time• Director Crowell plans to attend the Georgia EMC Annual Meeting next week• Director Underwood discussed the Helping One Guy (HOG) organization who honors men

and their families, who are experiencing challenging life crisis. Director Underwood waspleased to announce that this organization received assistance via our Foundation inSeptember. Director Underwood attending the Recycling event and thanked our employeesfor working in the rain to ensure the event was a success

• Director Bodner attended the Georgia Transplant Foundation fundraiser, which is alsosupported by our Foundation, and the Five Alarm Lunch. Director Bodner traveled toChattanooga for a tour of the Electric Power Board (EPB) and announced that Literacy Weekwas beginning this week. Director Bodner encouraged Directors to participate. DirectorBodner noted she received good feedback from the Rocky Mount field trip

• Director Swanson stated that a retiree called him to thank him for recent improvements to theirplan

• Director Broadwell attended the NRECA Regions 2 and 3 Meeting which he found veryinformative. Director Broadwell mentioned his support of Director Tennant who is seeking aseat on the NISC board

• Director Tennant traveled to Chattanooga for a tour of the Electric Power Board (EPB)• Director Boyd attended the NRECA Regions 2 and 3 Meeting as our delegate and commented

that there was much discussion on the broadband issue• Director McClellan attending the recycling event

OLD BUSINESS

Director Bodner requested KRTA reports be sent to Directors. Mr. Jarrell and Mr. Stovernstated they would send by the end of the week.

NEW BUSINESS

2020 Board CalendarAfter some discussion, the Board recommended the following changes to the proposed

2020 Board Calendar:• Move the June 22 and 23 meeting dates to June 29 and 30• Move the April 27 and 28 meeting dates to April 20 and 21


• The Board agreed the Annual Meeting should be scheduled for Saturday, September 19,2020. A vote will be taken by the Board at next month’s meeting to set the 2020 AnnualMeeting dateDirector Crowell made a motion to approve the 2020 Board Calendar, as amended,

seconded by Director Underwood. The motion carried unanimously.

P3 Update

Mr. Jarrell offered a P3 update as follows:• J.D. Power Score target has been achieved• SAIDI Index is below target• Dart rate is better than target, the incident rate is below threshold and the preventable

vehicle accident rate is tracking to target• Cost control stretch trending

Mr. Jarrell stated that Senior Staff would be meeting on October 28, 2019 for a StrategicPlanning Session and the P3 goals for 2020 would be discussed. The proposal for P3 2020 willcome through the HR Committee and will be presented to the Board during either the Novemberor December meeting.

Distribution System Restoration Plan (DSRP) Drills

Mr. Jarrell discussed the drills held last week at the cooperative. The drills went well, andthe crisis managers did an excellent job. This week, the Board will receive a “mock crisis” phonecall and should respond in the best manner possible. The idea is for all employees and the Boardto know the proper response to a crisis at Cobb EMC.

EXECUTIVE SESSION

Director Boyd made a motion to enter Executive Session to discuss personnel and issuesof a competitive nature; seconded by Director Broadwell. The motion carried unanimously.

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

ADJOURNIVIENT

There being no further business. Director Underwood made a motion to adjourn themeeting; seconded by Director Broadwell. The motion carried unanimously.

udy U derwood Tripper SharpSecretary/Treasurer Chairman

october 22, 2019 call to order marietta, georgia 30060 … site pdfs... · 2019. 11. 22. · report...

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