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LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION

REGtJLAR MEETING OF THE BOARD OF DIRECTORS

December 19, 2019

5:30 PM

MINUTES

Pursuant to due notice thereof, a meeting of the Board of Directors of the Lumbee River Electric Membership

Corporation was held at the Corporation's headquarters in Pembroke, North Carolina.

Board of Directors Present: Chairman Ronnie E. Hunt, Vice Chairman Spencer Locklear, Secretary Brenda O.

Jacobs, Treasurer Carl A. Pevia, Roger Oxendine, Larg Jones, Erice Locklear, Lacy Cummings, Sherry Carter, Madie

Rae Locklear, Autry Lowry, Rory Eddings and Elaine O. Chavis.

Board of Directors Absent: N/A : Yes

Also, present were

CEO Carmen Dietrich, Executive ASsiStant Kim Chavis, Director of Corporate Safety Mark Walters, VP of

Finance Lea Hewett, VP of Info. Technology Caleb Malcom, VP of Eng. & Operations Chris Locklear, VP of Corp.

Services Walter White, VP of Human Resources Cynthia Stiles, Manager Key Accounts Shawn Hunt and Crystal L.

Graham, general counsel, Graham Law Firm, PLLC.

1. Call to Order: Chairman Ronnie E. Hunt called the meeting to order, and Director Roger Oxendine provided the

invocation.

2. Safety Briefing: Mark Walters, Director of Corporate Safety provided an emergency evacuation plan for the

Corporate Headquarters.

3. Approval of the Agenda: A motion was duly made and resolved to approve the Agenda by Treasurer Carl A.

Pevia, Director Lacy Cummings seconded; with no dissenting votes, and no fiirther discussion, motion carried.

4. Member Comments: None

5. Introduction of New Employee: Eric Branch, Fiber and Broadband Administrator was introduced to the

Board of Directors by Cynthia Stiles, VP of Human Resources and presented his personal and career history with

a hire date of December 10, 2019.

6. Directors Oath: Chairman Ronnie E. Hunt administered the Director's Oath of Office as set forth in LREMC

Policy Bulletin No. 102.1 to newly elected Directors Rory Eddings and Elaine O. Chavis.

7. Reports:

A. Safety Report: Mark Walters, Director of Corporate safety presented the safety report indicating one

recordable but unavoidable Employee hicident for the month of November, and no loss of time injury/illness for

the month of November with forty-seven Safety Observations. A motion was duly made and resolved to approve

the Safety Report by Director Roger Oxendine, Director Madie Rae Locklear seconded; with no dissenting votes,

and no further discussion, motion carried.

B. Secretary Report: Secretary, Brenda O. Jacobs reviewed the November Secretary Report with the directors. A

motion was duly made and resolved to approve the Secretary Report by Secretary Brenda O. Jacobs, Director

Madie Rae Locklear seconded; with no dissenting votes, and no further discussion, motion carried.

C. Treasurer Report: (Form 7) Treasurer Carl A. Pevia reviewed the Treasurer Report (Form 7) with the

directors for the month of November. A motion was duly made and resolved to approve the Treasurer Report

(Form 7) by Treasurer Carl A. Pevia, Secretary Brenda O. Jacobs seconded; with no dissenting votes, and no

further discussion, motion carried.

D. Financial Report:

1. LREMC: Lea Hewett, VP of Finance reviewed the Financial Report with the directors for the corporation

for the month of November including a balance sheet, Income Statement, Revenue and Expenses, and a financial

summary for year to date of revenues and expenses and the current debt to asset ratio. A 2019 YTD Total Margins

indicating operating Margins was presented to the Board of Directors.

2. LREMC-T: Lea Hewett, VP of Finance reviewed the Financial Report with the directors for the corporation

for the month of November including a balance sheet, h'icome Statement with a financial siunmary for year to

date of revenues and expenses, and an November HTC Activity for services and accounts.

3. November Estate Retirements: Lea Hewett, VP of Finance reviewed the November 2019 Estate

Retirements. A motion was duly made and resolved to approve the Estate Retirements Report by Director Larg

Jones, Director Madie Rae Locklear seconded; with no dissenting votes, and no further discussion motion carried.

4. TEMA Patronage: Lea Hewett, VP of Finance informed LREMC directors of the Tarheel Electric

Membership Association, Inc. patronage capital retirement payment for the 2007 year of patronage.

CEO & Staff Report:

A. LREMC Newsletter: Walter White, VP of Corp. Services gave the directors an update on the January 2020

LREMC Newsletter specifically addressing the LREMC Scholarship Programs, Touchstone Energy Sports Camp

Scholarship, and the LREMC's Electric Safety Billboard Contest.

Other Business:

10. Matters of Interest to Directors:

A. Thank You- Town of Pembroke Police Department

B. Upcoming Meetings and Training: The Board of Directors were provided a save the date for office closings,

as well as scheduled Conferences and Meetings.

C. 2020 Board/Delegate Certification : Chairman Ronnie E. Hunt reviewed with the directors and upon the

following motions duly made and resolved to approve the Board/Delegates Selections is as follows:

* NCAEC (Board Chairman, or his/her designee along with CEO)

* NCEMC (Member of the Board along with CEO) Treasurer Carl A. Pevia

* TEMA (voting delegate) Director Larry Jones

* NRTC (voting delegate) Director Erice Locklear

* NRTC (voting delegate alternate) Vice Chairman Spencer Locklear

* CFC, NCSC & NRECA (voting delegate) Secretary Brenda O. Jacobs

* CFC, NCSC & NRECA (voting delegate alternate) Elaine O. Chavis

* REAJ' (voting delegate Term Ends April 2021) Director Erice Locklear

* REAP (voting delegate alternate) Director Shetry Carter

* LREMC Cornrnittees of the Board: Kim Chavis, Executive Assistant presented the Board a copy of the

2020 Committees of the LREMC Board of Directors.

D. Technology Committee Meeting: Date.' Tuesday, January I 2020 @ 5.'30 p.m.

11. Executive Session: A motion was duly made and resolved to enter into Executive Session by Vice Chairman

Spencer Locklear, Director Lariy Jones seconded; with no dissenting votes, motion carried.

A motion was duly made and resolved to exit Executive Session by Director Lat'g Jones, Director Autry Lowry

seconded; with no dissenting votes, motion carried.

Upon exiting the Executive Session Chairman Ronnie E. Hunt, requested the Board of Directors to reaffirm their

votes in open session as entered in closed session and called the following matters for a vote: all votes were

reaffirmed without discussion as follows:

A. A motion was duly made and resolved to approve the Sale as offered in the amount of $40(@)0.000dollars to Mike V. Woods and wife Kimberly D. Woods as described and set forth in the Agreement to

Purchase and effective upon execution of the same of the Red Springs office, to include his contingent offer

for the personal property remaining therein, and authorizing Chairman Ronnie E. Hunt and Secretary Brenda

0. Jacobs the authority to execute all necessary documents by Director Lacy Cumrnings, Director Larry

Jones seconded; and with no dissenting votes, and without further discussion, the motion carried.

B. A motion was duly made and resolved to approve 2020 LREMC Budget with a temporary rate increase of

6.5% by Treasurer Carl A. Pevia, Director Larry Jones, seconded; with Directors Madie Rae Locklear, Roger

Oxendine, Lacy Cun'in'iings and Rory Eddings as dissenting votes, and with further discussion, the motion carried.

C. A motion was duly made and resolved to approve 2020 LREMC-T Budget by, Director Roger Oxendine,

Director Madie Rae Locklear seconded Director Lacy Cumming substituted a motion to approve the budget for a

90 day period Treasurer Cad A. Pevia, seconded; with Secretary Brenda O. Jacobs and Vice Chair Spencer

Locklear as dissenting votes, and with further discussion, the motion carried.

D. A motion was duly made and resolved to approve a Temporary Rate Adjustment in the amount of

6.50% beginning February 1, 2020 and continuing through April 1, 2020 until a formalized rate study

can be completed and a rate structure can be implemented by Treasurer Carl A. Pevia, Vice Chairman

Spencer Locklear seconded; Director Rory Eddings was the only dissenting vote, and without further discussion,

the motion carried.

E. A motion was duly made and resolved to establish the 2020 Director Compensation Rates as follows: 1.

The per diem rate for attendance at official meetings of the Board of Directors shall be $300.00/day; 2.

The monthly stipend for service on the Board of Directors shall be $650.00/month; 3. The per diem for

meals and incidental expenses during travel shall be $60.00/day; and 4. Mileage expenses shall be

reimbursed at the then-applicable IRS rate by Director Erice Locklear, Director Elaine Chavis Seconded,

Director Larry Jones and Vice Chairman Spencer Locklear dissented, and with further discussion, the

motion carried.

12. Approval of Minutes:

A. November 19, 2019 Loan Cornrnittee Meeting Minutes: A motion was duly made and resolved to approve the

minutes of the Loan & ED Committee Meeting of November 19, 2019 as well as the recommendation to approve

the loan request to National Industries Inc. pursuant to the terms set forth therein by Director Erice Locklear,

Director Roger Oxendine seconded; with Directors Larry Jones, Autry Lowry and Secretary Brenda O. Jacobs

dissenting, and with further discussion, the motion carried.

B. November 19, 2019 Regular Board Meeting Minutes: A motion was duly made and resolved to approve the

minutes of the Regular Board Meeting of November 19, 2019 by Director Erice Locklear, Larry Jones

seconded; with no dissenting votes, and no further discussion, motion carried.

13.

Signed B

moru'iie E. Hunt,

LREMC Board of Directors

Brenda O. Jacobs, Secretaty

LREMC Board of Directors

Recording Officer's Certification: I, Crystal L. Graham, general counsel for LREMC, Graham Law Firm, PLLC. do

hereby certify that these minutes were properly recorded during the regular meeting of the Board of Directors of the

Lurnbee River Electric Membership Corporation held on December 19, 2019.


REGUI,AR MEETING OF THE BOARD OF DIRECTORS

Decemberl9, 2019

ATTACHMENT OF COMMENTS BY THE BOARD CHAIRMAN

TO MINUTES

Pursuant to Board Governance Policy No. 426 I am attaching my foregoing written reason for voting in the

mariner in question at a meeting of the Board of Directors of the Lumbee River Electric Membership as follows:

l€ +

Signed By:

(Print Name)

C Board of Director,

L{JMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION

REG'[JLAR MEETING OF TFfE BOARD OF DIRECTORS

December 19, 2019

(Date)

ATT ACHMENT OF COMMENTS BY THE BOARD C AN

TO MINUTES

Pursuant to Board Governance policy No. 426 I am attaching my foregoing written comments in the matter in

question at a meeting of the Board of Directors of the Liunbee River Electric Membership as follows:

I strongly believe that a board stipend of $650.00 per month and $300.00 per meeting is an excessive amount for

the membership of Lumbee River EMC. Therefore, I will only accept a reduced stipend of $400.00 per month

and $300.00 per meeting.

Signed 2E3y:

RonnieE. Hunt (PmtName)

Chairman of the Board of Directors

Lumbee River Electric Membership Corp

L{JMBEE RIVER ELECTRIC MEMBERSH[P CORPORATION

REGULAR MEETING OF THE BOARD OF DIRECTORS

December 19, 2019

ATT ACHMENT OF EXPLANATION OF VOTE TO MINUTES

Pursuant to Board Governance Policy No. 426 I am attaching my foregoing written reason for voting in the

manner in question at a meeting of the Board of Directors of the Lumbee River Electric Membership as follows:

IJI@skvSt ) fspe/ Tire e-ywor ;s 7e hir7ik-r Ar ry rit-re

xti)hra vue ova iccvpeesinq ra72os To our they-rays qz,id) ri7A7paio7

Signed By:

LREMC BoarJ of Director,

(Print Name)

RESOLUTION #2019-06


I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric Membership

Corporation (Hereinafter called the "Cooperative"): that I am the keeper of the official records,

minutes and seal of the Cooperative; that the following is a true and exact copy of an excerpt from the

minutes of the Regular Board of Directors meeting held December 19, 2019.

WHEREAS, the LREMC Board of Directors have previously resolved to sale real property currently

owned by LREMC known as 604 E. 4'h Ave. Red Springs, Robeson County, North Carolina; and

WHEREAS, a motion was duly made and resolved to approve the Sale as offered in the amount of

$40!C@)0.00 dollars to Mike V. Woods and wife Kimberly D. Woods as described and set forth in theAgreement to Purchase and effective upon execution of the same; now therefore

BE IT RESOLVED, that the Board of Directors of Lumbee River Electric Membership Corporation

hereby authorize the sale of the real property described herein as offered herein; Chairman Ronnie E.

Hunt and Secretary Brenda O. Jacobs shall have the authority to execute all necessary documents.

IN WITNESS HEREOF, I have hereunto set my hand and affixed the seal of the Cooperative this

igiith$ylHlpecember 2019.

oA T :. 'E' E Brenda O. Jacobs,

RESOLUTION #2019-07






WHEREAS, the Loan and Economic Development Committee of the Lumbee River Electric

Membership Corporation held a meeting on Tuesday November 19, 2019 and reviewed the terms and

conditions of the Economic Development Loan with Mr. Jeff Jones, president of National Industries

Inc.; and

WHEREAS, the Committee recommended to award the loan to National Industries Inc. in the amount

of Two Million Dollars ($2,000.000.00); now therefore


hereby accecpts and approves the recommendation of the Loan and Economic Development

Cornrnittee Meeting of November 19, 2019 to approve the loan request for National Industries Inc. and

instructs LREMC's staff to proceed with the application process seeking approval from the NCEMC

board for funding through the NCEMC Member loan Program.

RESOLUTION #2019-08






WHEREAS, the presented 2020 LREMC Budget includes an overall 6.50% increase in kwh revenue;

and

WHEREAS, a motion was duly made and resolved to approve a Temporary Rate Adjustment in the

amount of 6.50% beginning February 1, 2020 and continuing through April 1, 2020 until a formalized

rate study can be completed and a rate structure can be implemented; now therefore

BE IT RESOLVED, that tlie Board of Directors of Lumbee River Electric Membership Corporation

hereby authorize a Temporary Rate Adjustment in the amount of 6.50% beginning February 1, 2020

and continuing through April 1, 2020.

IN WITNESS HEREOF, I have hereunto

19'lhlda5ioQcember 2019.

a s ')'/ z

- a: ;

set my hand and affixed the seal of the Cooperative this

Brenda O. Jacobs,

RESOLUTION #2019-09


I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric 'Membership




WHEREAS, on September 17, 2019 the LREMC Board of Directors reviewed the Corporation's

policy on fees, compensation and expenses for the Board of Directors, and implemented Resolution

#2019-05; and

WHEREAS, a motion was duly made and resolved to establish the rates as set forth below; now

therefore


hereby authorize as follows:

1. The per diem rate for attendance at official meetings of the Board of Directors shall be

$300.00/day;

2. The monthly stipend for service on the Board of Directors shall be $650.00/month;

3. The per diem for meals and incidental expenses during travel shall be $60.00/day; and

4. Mileage expenses shall be reimbursed at the then-applicable IRS rate.

This Resolution shall be effective as of January 1, 2020.

IN WITNESS HEREOF, I have hereunto set my hand and affixed the seal of the Cooperative this

191" day of December 2019.

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