August 27,2019 CALL TO ORDER MARIETTA, GEORGIA 30060 ... · car occurs in the first 10 minutes and...

MINUTES Of REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

August 27,2019

CALL TO ORDER

Chairman David McClellan 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

Ed Crowell 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 Stovern, CFOTim SosebeeKristi KnightTim JarrellTim HarshbargerKris DelaneyPaul GiesJenny CarrollPerla Dc La RosaBhaji DhillonKevin Moore, General Counsel

Minutes of Regular Board of Directors Meeting of 9Cobb Electric Membership CorporationAugust 27. 2019

APPROVAL OF AGENDA

Director Swanson made a motion to approve the agenda, seconded by Director Bodner.The motion carried unanimously.

SAFETY MESSAGE

Perla De La Rosa, Senior Administrative Assistant, delivered the Safety Message onpreventing hot car deaths for children and pets. Ms. De La Rosa advised to never leave a child orpets in an unattended vehicle especially during the hot summer months — not even to mn a quickerrand. The inside of a car heats up very quickly. Even with windows cracked, the temperatureinside a car can reach 125 degrees in minutes. Eighty percent of the increase in temperature in acar occurs in the first 10 minutes and a child’s body overheats three to five times faster than anadult body, so leaving a child in a hot car for any length of time could lead to tragedy. Ms. De LaRosa shared startling statistics on the average number of U.S. child vehicular heat stroke deathsnoting the average is 38 per year (one every 9 days). In Georgia alone, 33 children have died inhot car deaths since 1998.

APPROVAL OF PREVIOUS MINUTES

Chairman McClellan called for a vote to approve the minutes from the July 23, 2019 Boardof Directors Meeting.

Director Crowd made a motion to approve the minutes, seconded by Director Boyd. Themotion carried unanimously.

RECOGNIZE MEMBERS

No members were present at the meeting.

REPORT FROM BUDGET AN]) FINANCE COMMITTEE

Director Underwood, Chairman of the Budget and Finance Committee, presented the reportfrom the Budget and Finance Committee Meeting he]d on August 26, 2019.

Director Underwood stated the Committee approved the minutes of the July 22, 2019Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update on GasSouth’s financial results as of July 2019. Gas South’s net income for July was reported at a lossof $300,000, which is $500,000 favorable to budget. For the calendar year to date, Gas South’snet income is $1 I million which is $4.6 million unfavorable to budget.

The Committee received the Financial and Statistical Report for Cobb EMC for the monthof July 2019 by Brett Stovem, Chief Financial Officer. The net margin for July was reported at$10.2 million which is $800.000 favorable to the budget. The calendar year to date net margin is$31.9 million which is $3.1 million favorable to budget.

Tim Sosebee, Senior VP of Business Operations, presented to the Committee a report on“write-offs” for the month of July 2019 for $62,031.

Minutes of Regular Board of Directors Meeting of 9Cobb Electric Membership CorporationAugust 27, 2019

In New Business. Mr. Sosebee discussed the need for a new roof for Building 5000 toaccommodate the solar panels that will be added. The report included a recommendation to theBoard to approve up to $350,000 for a new capital line item for building renovation, with totalcapital expenditures to stay under 2019 capital budget.

Chairman McClellan called for a vote on the motion from the Committee to accept theCommittee’s recommendation, as presented. There being no second necessary, the motion toapprove the Committee’s recommendation carried unanimously.

In a report from Mr. Stovem, CFO. staff recommended extending the line-of-creditfacilities from one year to three years. The Committee recommended the Board approve theextension, which action requires a Board resolution and Public Service Commission (PSC)approval.

Chairman McClellan called for a vote on the motion from the Committee to adopt a Boardresolution approving the extension as stated. There being no second necessary, the motion toapprove the Committee’s recommendation and Board resolution carried unanimously.

Mr. Jarrell reported on the Power Cost Update for the month of July. The Committeerecommended a Wholesale Power Adjustment (WPA) of zero mils for the month of September2019. The WPA will be reviewed monthly and adjusted if necessary.

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

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

The Board received an in-depth presentation on August 21, 2019 from Paul Gies, Directorof fiber Solutions. and the Fiber Solutions Team on optimizing smart grid fiber. The Committeeapproved a staff recommendation to authorize up to $1 million in 2019 for research and planningfor optimization of the existing smart grid fiber network and further to direct staff to includebudgeting additional funds for these purposes in 2020.

Chairman McClellan called for a vote on the motion from the Committee to accept theCommittee’s recommendation, as stated. There being no second necessary, the motion to approvethe Committee’s recommendation carried unanimously.

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

REPORTS FROM COMMITTEES

Audit Committee

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

Public Affairs and Education Committee

Director Swanson, Chairman of the Public Affairs and Education Committee, stated theCommittee met on August 16, 2019 and discussed the following;


The Annual Meeting• Layouts• Adding bucket trucks• Area map• Raffle ticket process• T-shirt process

The Agenda for the Annual Meeting was discussed and approved by the Committee.Chairman McClellan called for a vote on the motion from the Committee to accept the

Committee’s recommendation to approve the Annual Meeting Agenda. There being no secondnecessary, the motion to approve the Committee’s recommendation carried unanimously.

The Committee discussed creating two resolutions to be presented during the AnnualMeeting. One resolution would honor John Moore and his many contributions to Cobb EMC. Thesecond resolution would recognize Butch Thompson, Sr. and his many years of service to ourcooperative.

The Board discussed renaming Building 1000 in honor of Butch Thompson, Sr. andholding a special ceremony for the dedication.

Chairman McClellan called for a vote on the motion from the Committee.Director Swanson made a motion to approve renaming Building 1000, as stated. Seconded

by Director Crowell. The motion carried unanimously.

The Blue Sky Project• Overview of Phase I — Kris Delaney, Senior Vice President of Marketing and Corporate

Communications, plans to discuss this initiative during her report at the August BoardMeeting

Community Events• Recycling Day: Saturday October 19, 2019

facebook’s Ad Policy regarding Videos• The Committee discussed Facebook’s policy regarding ads that could be deemed political

Governance Committee

Ed Crowell, Chairman of the Governance Committee, stated the Committee did not meetand there was no report at this time.

Committee Chairman Crowell noted that Kristi Knight, Vice President of Internal Auditand Compliance, works closely with the Committee and maintains a “governance calendar” tokeep the Committee informed of pending obLigations throughout the year.

Energy Portfolio Committee


David Tennant, Chairman of the Energy Portfolio Committee, stated the Committee didnot meet and there was no report at this time. The Committee plans to meet during the second halfof September 2019.

Human Resource Committee

Director Bodner, Chairperson of the Human Resource Committee, stated the Committeemet with the full Board on August 1, 2019 and discussed the following;

• Annual HR Calendar: Tim Harshbarger, Vice President of HR, reviewed the calendar withthe Committee

• New Annual Total Rewards Statement: A customized statement was created and given toeach employee by their supervisors. The statement was well received by employees

• Compensation Philosophy: Plans are underway to edit and revise• 2019 Mid-Year CEO Goals: The full Board plans to meet with the President and CEO on

September 12, 2019 to discuss his mid-year evaluation• The Committee reviewed their goals for the year

APPROVE APPLICATIONS AND CANCELLATIONS Of MEMBERSHIPS

Peter Heintzelman, President and CEO, presented the Applications and Cancellations ofMemberships report, stating there were 2,676 activations and 2,473 cancellations, resulting in 203net new members in August. The member count year to date is 1,204 and the total member countas of August 1,2019 was 186,111.

Director Crowell made a motion to approve the applications for new memberships andapprove cancellations of memberships, seconded by Director Broadwell. The motion carriedunanimously.

REVIEW SAFETY REPORT

Bhaji Dhillon, Director of System Quality and Planning, presented the July 2019 BoardSafety Report.

July 2019 Results

• Preventable Vehicle Accidents (PVAs) - displayed annual totals from 2015 through 2019with two preventable vehicle accidents and one non-preventable vehicle accident occurringin July 2019, with a total of five PVAs year-to-date and three non-PVAs year to date

• Safety Violation Incidents - displayed annual totals from 2015 through 2019 with twosafety violations occurring in July 2019 with a total of five year-to-date

• Recordable Injury Incidents - displayed annual totals from 2015 through 2019 with twonon-vio)ation. and zero violation injuries occurring in July 2019. There have been sevennon-violation and zero violation injuries year-to-date


Incident / Days Away, Restricted, or Transferred (DART) Rate (includes preventable andnon-preventable injuries) - displayed annual totals from 2015 through 2019. Cobb EMC’syear-to-date cumulative incident rate is 1 .75 and the year-to-date DART rate is 0.50

• Safety Goal for 2019 = 100 percent — the 2019 daily success rate is 100 percent; 212 outof 212 days have passed without a violation injury this year; 705 days have passed sincethe last violation injury and I day has passed since the last preventable vehicle accident(PVA) and the last violation

Mr. Dhillon offered Operations Updates for the month which included;• The Contractor Safety Audit• Gas South Safety Assessment• New Power Control Manager announced. Mr. John Cameron• New project lead times

MARKETING AND CORPORATE COMMUMCATIONS REPORT

Kris Delaney, Vice President of Marketing and Corporate Communications, presented theJuly 2019 Marketing and Corporate Communications report.

Ms. Delaney reviewed the breakdown of both website and mobile traffic on the websitenoting there were 110,795 unique visitors to our website and 513,479 unique visits to our app. ForSocial Media, twenty-three Facebook, thirty Tweets and six Instagram posts were madecommunicating the following eNews topics; Even Bill Offer. Gas South Offer, and Lifestyle RateOptions. Details regarding our email campaigns are as follows:

Even Bill Offer (217 conversions)• 8,900 members.41.2% open rate

Gas South Offer (93 conversions)• 43,442 members• 47.7% open rate

Lifestyle Rate Options (298 conversions)• 85,285 members• 29.8% open rate

Ms. Delaney discussed July’s top performing social posts and communication content.Foundation disbursements for the month totaled $76,900.

Innovation Day was held on July 11, 2019 and was a huge success with over 200 inattendance. Cobb EMC sponsored Kennesaw Movie Night and Cobb EMC’s Employee andFamily Event (Family Day at the Braves) is scheduled for Saturday, September 7, 2019.

Ms. Delaney discussed the Blue-Sky Agency. Blue-Sky is a fully integrated, independentAtlanta based advertising agency which Gas South currently employs to assist with their brandand business challenges. Cobb EMC will also employ Blue Sky to solicit their expertise in


developing our brand architecture. Ms. Delaney notified the Board that a Blue-Sky representativewould be contacting them to ask for their input soon.

REPORT FROM PRESIDENT AND CEO

Peter Heintzelman, President and CEO offered a presentation on the following:

July ActivityMember Experience (MX) and Community

MX• Capital Credit checks were mailed on August 19, 2019 and issued to 710 members who chose

the 24.6-year option• Activation notices will be sent for rate changes and new signups for all residential rates

COMMUNITY• Attended Cobb Chamber International trade mission to Toronto• Met with various state-level elected officials to discuss relevant issues• Attended CoB ank Energy and Water Forum

Operational Excellence (OX)• Optimizing capital spend for remaining 2019• Accelerating some reconducting work that must be done at Station 21 (off Due West Road)

due to various reliability issues- Proactively redesigning and pulling new wire- Under budget for the current two-year work plan (2018-20 19)- Substation work falls within the scope of that work plan

• Conducted successful, all-day annual strategy review with Board and Management

Employee Experience (EX)• Total Remuneration Statements issued to all employees• Developed Safety and Cyber Training Results Tracking web site for employee to view their

status of training and number of strikes• Held successful Employee Town Hall Meetings week of 23 July and shared the results of the

Best Places to Work survey. No town hall meetings are scheduled for August 2019• Good progress underway on open enrollment and benefits renewal

Innovation/Trusted Energy Advisor (IX)• In final stages of Rooftop Solar/Battery Project contracts• Drafter DER roadmap resulting from DER day• Spoke on EVs at Ohio’s statewide meeting• Asked to speak at Oglethorpe EV summit in the Autumn

Mr. Keintzelman thanked Kristi Knight. Vice President of Internal Audit and Compliance,for her efforts in creating an operating snapshot. This document will be created monthly and isavailable for the Board’s review on Dropbox.


Mr. Heintzelman announced CFC’s KRTA results and descriptions for 2018 have beenreceived and are available for the Board’s review on Dropbox.

REPORT FROM GENERAL COUNSEL

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

REPORT FROM DiRECTORS

Director Sharp announced he attend the Georgia EMC Director’s Association Meeting.Director Sharp applauded Director Underwood for serving as the Board’s Representativefor Georgia EMC and for serving as an Officer of the Georgia EMC Director Association.Director Sharp noted Director Underwood did an excellent job at the conference andrepresented our cooperative well. At the conference, Director Sharp gave a brief talk onopen Board meetings and transparency at Cobb EMC

• Director Underwood noted his attendance and participation at the Georgia EMC Director’sAssociation Meeting where he moderated a panel on EV’s

• Director Bodner thanked Staff for organizing an informative and enjoyable Board and StaffStrategic Retreat. To stay informed of events, Director Bodner reminded the Board thatthe Board Calendar was available on their devices via the Share Point link

• Director Swanson worked with Tim Sosebee. Senior Vice President of BusinessOperations, to assist a member who was having trouble with a broken air conditioner.Director Swanson also worked with Kevan Espy, Senior Vice President of Operations, toassist a member with their request for streetlights

• Director Crowell attended the Georgia EMC Director’s Meeting and thanked DirectorsUnderwood and Sharp for sharing their expertise at the conference. Director Crowellattended a Georgia EMC Executive Committee Meeting this month

• Director Tennant attended the Georgia EMC Director’s Meeting and expressed his thanksto Directors Underwood and Sharp for their participation

• Director Boyd attended the Georgia EMC Director’s Meeting and thanked Staff fororganizing a successful Board and Staff Strategic Retreat

• Director Broadwell attended the Georgia EMC Director’s Meeting and noted that he videotaped Director Sharp’s talk on open Board Meetings and Board transparency while at themeeting. This video has been uploaded to Dropbox and is available for viewing

• Chairman McClellan stated he and Mr. Espy worked with a member in his district todiscuss a right of way issue.

OLD BUSINESS

Chairman McClellan stated there was no old business to discuss.\


NEW BUSINESS

Chairman McClellan discussed Staff’s recommendation to revise the monthly Boardmeeting agenda to help streamline discussions during meetings. The Board discussed Policy 603which addresses Board Meeting Procedure — Agenda;

The Directors collectively concluded the proposed agenda presented by Staff fulfills allrequirements set forth in the Policy noting no action was necessary. The Governance Committeewill further review the revised agenda at their next meeting to ensure correctness.

EXECUTIVE SESSION

Director Bodner made a motion to enter Executive Session to discuss proprietary andconfidential business information; seconded by Director Underwood. The motion carriedunanimously.

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

ADJOURNMENT

There being no further business, Director Tennant made a motion to adjourn the meeting;seco ded by Director Boyd. The motion carried unanimously.

udy Underwood Da McCle anSecretary/Treasurer Chairman

August 27,2019 CALL TO ORDER MARIETTA, GEORGIA 30060 ... · car occurs in the first 10 minutes and...

Documents

Transcript of August 27,2019 CALL TO ORDER MARIETTA, GEORGIA 30060 ... · car occurs in the first 10 minutes and...