4 Bylaw Amendments Enhance Protections to Cobb EMC Members
At the 2014 Annual Member Meeting, Mark Hackett proposed that the task force be continued to further enhance the Cobb EMC bylaws. This proposal was overwhelmingly approved by a floor vote of the Members. As a result the Cobb EMC Board commissioned a task force of Members and Directors to pursue this effort.
In 2015, four amendments to the Cobb EMC bylaws are presented for Member vote. The Cobb EMC Board is sponsoring three of those amendments and they are a direct result of the task force collaboration between the Board and Members. The Cobb EMC Board of Directors and Cobb EMC Forum are in agreement in recommending a YES vote on Amendments 1 through 3. A fourth amendment is being sponsored by Mark Hackett because the task force was unable to come to a compromise on that item. Because this is the only amendment in which the Board of Directors and Cobb EMC Forum are at odds, it will be presented first.
Amendment 4 – Treat Any Meeting Where There Is a Quorum of Directors Just Like an Open Board Meeting
In 2012 the Members approved a massive rewrite of the bylaws which contained many enhancements. One enhancement that has improved transparency of EMC governance to Member oversight was making the monthly Board meetings “open” for Members to attend. Since then, however, it has become common practice for controversial subjects to be covered in “closed” committee meetings attended by all or at least a quorum of directors. After discussion in the closed committee meeting, a committee recommendation is brought to the “open” board meeting, but since all the tough discussion already occurred in committee with most if not all of the board in attendance, a vote is made with little or no discussion of the real issues while Members are present.
Committees are an important part of good business. They are intended to be a working group of a small subset of directors to hash through tough problems in a detailed fashion and bring a recommendation to the full board. The full Board should then hear a detailed report of the rationale for the recommendation in an “open” board meeting, have discussion in an “open” meeting, and vote accordingly.
The Board of Directors in their recommendation of a “no” vote on this amendment states that this amendment would eliminate the closed committee environment needed where a detailed study of sensitive information can occur. However, if the committee has a minority of directors working on tough detailed problems, this amendment does not require that meeting to be “open”.
When the entire Board, or even a large subset sufficient to pass proposals and conduct business, holds all the discussion in a closed committee meeting, the intent for transparency implied by “open” board meetings is subverted.
Amendment 4 removes the incentive to have full board attendance in closed committee meetings by requiring any meeting (other than Executive session) that has a quorum of directors in attendance be treated as an ‘open” board meeting. Once this amendment is passed, committee meetings will go back to being a committee of directors hashing through tough details that are then brought to the full board as a recommendation to be presented, discussed and voted on in an “open” board meeting.
Cobb EMC Forum recommends a YES vote on Amendment 4.
Amendment 1 – Strengthen the Member “Bill of Rights”
In 2013 a Member “Bill of Rights” was added to the Cobb EMC bylaws by an overwhelming vote of the Members. The “Bill of Rights” stated fundamental principals to protect Member interests and ensure transparency and ethics at Cobb EMC. However, language at the end of the “Bill of Rights” stated that if there was any language further in the bylaws that conflicted with the “Bill of Rights” (the “conflict provision”), the later language would prevail. Furthermore, while the “Bill of Rights” could only be modified by Member vote, the language further in the bylaws upon which those rights depend could be changed by the Board of Directors with no Member approval.
Amendment 1 removes the “conflict provision” and modifies provisions deeper in the bylaws to eliminate the power of the Board to abridge the “Bill of Rights”.
Cobb EMC Forum and the Cobb EMC Board recommend a YES vote on Amendment 1.
Amendment 2 – Strengthen Conflict of Interest Provisions
The current bylaws state that a Director of Cobb EMC cannot “be a member of, [be] employed by or have a direct financial interest in an enterprise or organization that competes with the Cooperative or regularly contracts with the Cooperative”. However, the current bylaws do not restrict a Cobb EMC Director from contracting with or bidding on proposals to affiliates of Cobb EMC. In 2015, Eric Broadwell, the District 9 Director, entered into a partnership with ESP Energy as a partner and submitted a power project bid to a Cobb EMC affiliate, Green Power EMC. He further maintained that a Cobb EMC Director submitting power project bids to Cobb EMC affiliates and competitors for personal gain was not a conflict of interest.
Cobb EMC Forum believes this type of activity by Directors of Cobb EMC could begin the slide down the slippery slope whereby executive management and directors could use their position of influence and command to enrich themselves at the expense of the Membership and the EMC.
This proposed amendment strengthens the conflict of interest provisions by ensuring that business interaction with Cobb EMC’s affiliates, or other cooperatives of which Cobb EMC is a member, are deemed a conflict in the same manner as business interaction directly with Cobb EMC. All Directors on the Cobb EMC Board except Mr. Broadwell voted to recommend a YES vote on this amendment.
Cobb EMC Forum and the Cobb EMC Board recommend a YES vote on Amendment 2.
Amendment 3 – Allow Speakers to Address Annual Meeting Before Closing the Voting
One of the few opportunities for Members to speak in a well attended forum about candidates running for Director, bylaw amendments, and other issues that are important to the sound operation of Cobb EMC is at the Annual Member Meeting. That venue is also where Members may vote in person on those very issues. However, at the 2013 Annual Member Meeting, the last meeting where critical issues came up to vote, voting was closed before any Members had an opportunity to address the voting audience.
In the last Annual Meeting over 1800 voting Members were in attendance. This amendment modifies the bylaws to require that voting remain open at the Annual Member Meeting until after candidates and Members are allowed to present their case to those who came to vote in person. In a contested vote the informed ballots of those who attend to hear the speakers and vote in person are critical.