November 19, 2019 MARIETTA, GEORGIA 30060 CALL TO ORDER … Site PDFs... · 2019. 12. 18. ·...

MINUTES OF REGULAR BOARD OF DIRECTORS MEETING OFCOBB ELECTRIC MEMBERSHIP CORPORATION

1000 EMC PARKWAYMARIETTA, GEORGIA 30060

November 19, 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

Peter Heintzelman gave the invocation arid led the pledge.

IN ATTENDANCE

The following members of the Board of Directors were present:Bryan BoydTripper SharpDavid McClellanDavid Tennant - TelephonicallyKelly BodnerMalcolm SwansonEric B. BroadwellRudy Underwood - TelephonicallyEd Crowd!

Others in attendance were:

Peter Heintzelrnan, CEOBrett Stovem, CFOTim SosebeeKevan EspyKristi KnightKevin MilmanTim HarshbargerKris DelaneyPaul GiesJenny CarrollPerla De La RosaWilliam Tighe. Member Guest

Minutes of Regular Board of Directors Meeting of 9Cobb Electric Membership CorporationNovember 19, 2019

Kevin Moore. General Counsel

APPROVAL OF AGENDA

Dii-ector Swanson made a motion to approve the agenda, seconded by Director Broadwell.The motion carried unanimously.

SAFETY MESSAGE

Kevan Espy, Senior Vice President of Operations, delivered the Safety Message on stayingalert when performing routine tasks. Mr. Espy discussed a recent accident outside of workinvolving a Cobb EMC employee who sustained a severe injury while completing a task he hadperformed hundreds of times before. Mr. Espy suggested staying vigilant every day to be safe andavoid injury.

RECOGNIZE MEMBERS

Chairman Sharp welcomed member guest William Tighe to the meeting.

CONSENT AGENDA

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 October 22 and October 31, 2019 Board of Directors Meetings.b. Applications and Cancellation of Membership for October 2019.Director Broadwell made a motion to approve the consent agenda as presented, seconded

by Director Bodrier. The motion carried unanimously.

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. Director McClellan aimounced the next meeting of theCommittee is scheduled for December 4. 2019.

Budget and Finance Committee

Director Swanson, Chairman of the Budget and Finance Committee, presented the reportfrom the Budget and finance Committee Meeting held on November 18, 2019.

Director Swanson stated the Committee approved the minutes of the October 21, 2019Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update on Gas


South’s financiaL results as of October 2019. Gas South’s net income for October was reported as$0 which is approximately 5400,000 unfavorable to budget. For the calendar year to date, GasSouth’s net income is $10.6 million which is 53.7 million favorable to budget.

The Committee received the Financial and Statistical Report for Cobb EMC for the monthof October 2019 by Brett Stovern, Chief Financial Officer. The net margin for October wasreported at S 1.4 million which is $2.8 million favorable to btidget. The calendar year to date netmargin is $55.3 million which is SI 1.9 million favorable to budget.

Tim Sosebee. Senior Vice President of Business Operations, presented to the Committee areport on “write-offs” for the month of October 20 19 for $102,280.

Kevin Milman. Director of Power Supply reported on the Power Cost Update for the monthof October. The Committee recommended a Wholesale Power Adjustment (WPA) of negative 20mils for the month of October2019. 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 Adjtistment ofnegative 20 mils starting December 1, 2019,with consideration thereof monthly.

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

It was noted this WPA adjustment represents approximately $5.0 million will be returnedto members.

Management reviewed the 2020 Cobb EMC Budget and the Committee approved thebudget. Chairman Sharp called for a vote on the motion from the Committee to approve the 2020Budget. There being no second necessary, the motion to approve the Committee’srecommendation carried unanimously.

Director Crowell commended staff for their work on creating a comprehensive andstructured budget.

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

Energy Portfolio Committee

David Tennant, Chairman o the Energy Portfolio Committee, stated the Committee didnot meet and there was no report at this time.

Governance Committee

Ed Crowell, Chairman of the Governance Committee, stated the Committee met onNovember 7,2019 to discuss maps of Board districts in order to review meter counts.

The Committee discussed the draft Cobb R & D LLC Operating Agreement. TheCommittee approved the Operating Agreement with additional revisions to Article 3 Members;Units and Article 7 Management Committee Governance; Composition.

Committee Chairman Crowelt noted the Gas South LLC Operating Agreement was used as aframework for the draft agreement and that General Counsel, Kevin Moore had edited and approvedthe draft agreement as presented with revisions.

Discussion was held regarding potential, further revisions to Article 3 Member; Units.


Director Underwood made a substitute motion proposing additional revisions to Article 3,Section 3.2, seconded by Director Tennant. Chairman Sharp asked for a vote on the substitutemotion. The substitute motion failed by a vote of $ to I with Director Underwood voting toapprove. Chairman Sharp called for a vote on the Governance Committee’s motion to approve theOperating Agreement as recommended by the Committee. There being no second necessary, themotion carried by a vote of 8 to I with Director Underwood opposing.

Human Resource Committee

Director Bodner, Chairperson of the Human Resource Committee, stated the Committeedid not meet and there was no report at this time. Director Bodner announced the next meeting ofthe Committee is scheduled for December 9, 2019 at 4:00 p.m. and January 6, 2020 at 5:00 p.m.with the full Board.

Public Affairs and Education Committee

Director Broadwell, Chairman of the Public Affairs and Education Committee, stated theCommittee did not meet and there was no report at this time.

Gas South Management Committee (MCOM)

Director Boyd. Chairman of the Gas South Management Committee stated the Committeemet on November 1 8, 2019 and discussed the following:

• Announced the acquisition of PESCO, which closed on November 1, 2019• Received a business tipdate from Kevin Greiner, Gas South President and CEO,

regarding enrollments, service levels dtiring Light-Up, end count, market share, andNovember pricing comparisons among gas marketers

• David Malone, Gas South Chief Sales and Marketing Officer, offered a report oncustomer pricing, C and I sales acquisition by annualized booked margin, and renewals

• Manon Brochu, Gas South Chief Operating Officer, updated the Committee on callcenter volume during Light-Up

• Freddy Cardozo, Gas South Chief Supply and Risk Officer, provided the Gas Marketand Supply Update

• Jam Ic Tiernan, Gas South Chief Financial Officer and Secretary reported a net positivevariance to the October budget in gross margin of 5708k noting Gas South is S 1.4 mahead in net income Business Year to Date. Mr. Tiernan presented his recommendationon a tax equity investing opportunity.

The Committee approved Mr. Tieman’s motion to approve Amendment Eight to theGas South 40 1(k) Plan due to ERS changes which allow for more favorable treatmentfor participants who have received hardship distributions. Mr. Tieman shared a list ofpotential financial institutions for its upcoming credit facility renewal.

REPORTS FROM STAFF


Operating Snapshot and Report from CEO

Peter Heintzelrnan, President and CEO offered a presentation on the following;

• Reviewed the Cobb EMC operating snapshot for October

• Discussed highlights from October and November:- All strategic pillar execution on or above plan for 2019- Senior team focused on 2019 project deliverables- Conferences/speaking engagements

- Attended the CFC IBES Conference — Served on the panel for Innovative Coops- Attended the Blockchain Conference Atlanta — Served as keynote speaker- Attended the ALDC CEO Fall Meeting in Williamsburg. VA

- Traveled to New York with CFO to review/renew Fitch rating and upgrade to public rating- Held kickoff meeting with Taylor English- Government Affairs team organization- Attended team event with the Finance Department

• Community:- Gas South/Cobb EMC sponsored The BSA Whitney M. Young, Jr. luncheon raising S 175k

for underprivileged scouts- Attended fundraiser for commissioner Shaw- Attended Generals Lunch with Attorney General Chris Carr- Committed to serve as the 2020 Cobb Chamber Division Fundraising Chair for the Cobb

Chamber- Setting schedule for 2020 local community visits

• Looking forward:- Leadership/Training Academy —great progress underway- Will hold Employee Town Halls meetings November 19, 2019- Small Cell Committee near completion with AT&T template contract- Evaluating new R&D relationships

OX — Operational Excellence

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

October 2019 Results• Preventable Vehicle Accidents (PVAs) - displayed annual totals from 2015 through 2019 with

zero preventable vehicle accidents and one non-preventable vehicle accidents occuning inOctober 2019, with a total of six PVAs year-to-date and five non-PVAs year to date

• Safety Violation Incidents - displayed annual totals from 2015 through 2019 with twoviolations occurring in October 2019 with a total of nine 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 zero non-violation, and zero violation injuries occurring in October 2019. There have been twelve non-violation and zero violation injtlries year-to-date

• Incident / Days Away, Restricted, or Transferred (DART) Rate (includes preventable and non-preventable injtiries) - displayed annual totals from 2015 through 2019. Cobb EMC’s year-to-date cumulative incident rate is 2.90 and the year-to-date DART rate is 1.21

• Safety Goal for 2019 = 100 percent — the 2019 daily sticcess rate is 100 percent; 304 out of304 days have passed without a violation injuly this year; 797 days have passed since the lastviolation injury and 90 days has passed since the last preventable vehicle accident (PVA) and6 days since the last violation

Operations Update• Radio System update• ThyssenKnipp Service deadline met• Mobile Eye installations for trucks will finish this year

Tim Sosebee, Senior Vice President of Operations offered an update on the third floor-building 1000 renovation and announced that Choate Construction Company was chosen as thegeneral contractor for this project. The B and F Committee Meetings, Board Meetings and otherCommittee Meetings will be held at different locations throughout the campus during therenovation period.

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 October 2019 MemberExperience and Comm unity report.

Mr. Sosebee o fered an update on member experience improvements as follows:• New bill message for Even Bill which will reflect a new amotint on the twelfth bill• Created sign up for EBill when service is established• Held phone system replacement kick off meeting. The new system wil] rework IVR,

redundancy and enhance functionality• The Board expressed thanks to Mr. Sesebee and his team for always doing an excellent job

to serve our members and for going above and beyond when necessary. Recently, Mr.James Watts. Director of Business Operations successfully assisted several members whowere experiencing difficulties. Mr. Sosebee noted that he would share future “wins” forhis Member Care Team with the Board

Ms. Delaney announced Leslie Thompson. Director, Member and Public Relationsrecently left the company and would be greatly missed. The Marketing Team is workingcollectively to fill her role.

Ms. Delaney reviewed the breakdown of both website and mobile traffic on the websitenoting there were 102,780 unique visitors to our website, 45 percent coming from a mobile ortablet. The top 3 viewed pages in October (not including the home page) were 1. Other Pages, 2.My Account and 3. Recycle Day. There were 435,770 screen views to our app. The top 3 viewed


screens (not including the home screen) were I. Other screens, 2. Bill and Pay aiid 3. My UsageDashboard.

Regarding Social Media, twenty-eight facebook, thirty-one Tweets. seven Instagram. andnine Linkedln posts were made.

Our email campaign yielded the following results:

Recycle Day Invitation/8,583 clicks127,000 members and 28.5% open rate

Gas South Offer/4l conversions53,000 members and 36.7% open rate

JD Power, Reliability, App/2,695 clicks127,000 members and 28.1% open rate

Ms. Delaney discussed October’s top performing social posts, rate options awareness overtime for QI to Q3, October communication content and noted foundation disbursements for themonth totaled 579,200.

Regarding community engagement, Cobb EMC sponsored the Cobb Chamber FirstMonday Breakfast and Good Morning Cherokee events.

Regarding member engagement, Cobb EMC sponsored an EV Ride and Drive and RecycleDay event where 1,200 cars drove through our campus to deliver their recyclable items.

Cobb EMC also participated in an EV Caravan event and the Cobb County EV fleet event.

EX — Em ployee Experience

Tim Harshbarger, Vice President of Human Resources, presented the October/November2019 Employee Experience report detailing Cobb EMC’s employee excellence landscape, sourceof new hires (internal vs. external), demographics, retirement eligibility and retirement planinformation. Mr. Harshbarger detailed employee events and happenings at the cooperative asfollows:

- Customer Service Week Oct 28 - 3 1- “Ha]lowenie Roast” & Costume Contest Oct31- Employee Advisory Group Nov 12 and 14- Performance Evaluations Ongoing- Employee Open Enrollment Nov 4 - 15- Thanksgiving Dessert Contest Nov 19- Christmas Party Dec 23- New Gym Equipment In Process- Senior Team Succession Planning In Process- Our Way Leadership Academy In Process

Mr. Harshbarger shared photos of the recent Halloween Costume Contest where Mr.Sosebee was voted the winner for the contest for 2nd consecutive year.

Minutes of Regular Board of Directors Meeting of 9Cobb Electric Membership CorporationNovember 19. 2019

IX — Innovation and Trusted Energy Advisor

Hr. Heintzelman presented the October 2019 Innovation and Trusted Energy AdvisorReport.

• Project Solarbe- 60% of panels on site — Safe Harbor met

• Disctissions with GTC on potential battery solution for Kings Road• ENEL grant with Solar Innovations• Evaluating and developing RECs program for 2020 roilout• Exploring value of R&D group membership: EPRI, MIT Energy R&D, etc.• Exploring value in Energy Blockchain Consortium• I-Tired internal candidate, Manish Murudkar as the Manager of DER

REPORT FROM DIRECTORS AND GENERAL COUNSEL

• General Counsel, Kevin Moore, stated he had nothing to report at this time• Director McClellan attended Recycle Day, the First Monday Chamber event and the BSA

Whitney M. Young, Jr. luncheon• Director Boyd again thanked Mr. Watts for providing excellent service to a member who

needed assistance• Director Tennant attended Recycle Day, the BSA Whitney M. Young, Jr. luncheon, and the

November 7, 2019 HOA Meeting. Director Tennant also attended the OPC/GSOC Meetingwhere GSOC presented top risks under evaluation. A presentation was offered on electricmagnetic pulses and a plan of action to react and Oglethorpe Power presented on replacementof power plants

• Director Broadwell attended the BSA Whitney M. Young. Jr. luncheon, the CherokeeBreakfast, and plans to serve as a judge for Senior Projects at Georgia Tech

• Director Swanson noted that he visited Mr. Watts to personally thank him for the excellentservice he recently offered to a member

• Director Bodiier thanked Staff for their work on the 2020 budget. Director Bodner served asa judge for Cobb EMC’s Thanksgiving Dessert Contest, attended the HOA Meeting and notedthat Cobb EMC recently sponsored a Lego Build at an Acworth school and will again sponsoralong with Gas South the Cobb County Science Olympiad

• Director Underwood attended Recycle Day• Director Crowell attended the General’s Lunch and the GA EMC meeting in Savannah along

with Mr. Jarrell and Mr. l-leintzelmaii. At the meeting, Director Crowell was elected to serveas Vice Chair for GA EMC for 2020

OLD BUSINESS

Chairman Sharp stated there was no old business to discuss.


NEW BUSINESS

2019 Annual Meeting Minutes

The Board reviewed the draft of the 2019 Annual Meeting Minutes. Director Broadwellmade a motion to approve the Annual Meeting minutes: seconded by Director Crowell. Themotion carried unanimously.

2020 Annual Meeting Date

Chairman Sharp made a recommendation to the Board to set the 2020 Annual Meetingdate for Saturday, September 19, 2020. Director Bodner made a motion to approve the 2020Annual Meeting Date, seconded by Director Swanson. The motion carried unanimously.

2020 — 2022 Strategic Plan

Mr. Heintzel;nan reviewed the Strategic Plan noting the revised mission statement and“Our Way”. The Board discussed several ideas For the strategic plan. Mr. Heintzelman invited allBoard members to submit any additional comments, which would be incorporated into a revisedversion for consideration by the Board for approval at the December Board Meeting. The goal isto present the approved and updated Strategic Plan to all employees at the January Town HallMeetings.

EXECUTIVE SESSION

Chairman Sharp stated there were no matters or issues for executive session.

ADJOURNMENT

There being no further business, Director Broadwell made a motion to adjourn the meeting;seconded by Director Crowell. The motion carried unanimously.

udy U derwood Tripper Sh’àrpSecretary/Treasurer Chairman

November 19, 2019 MARIETTA, GEORGIA 30060 CALL TO ORDER … Site PDFs... · 2019. 12. 18. ·...

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Transcript of November 19, 2019 MARIETTA, GEORGIA 30060 CALL TO ORDER … Site PDFs... · 2019. 12. 18. ·...