MARIETTA - Fletcher Thompson and Dwight Brown apparently agree on something: They both hate the proposed settlement of the lawsuit against Cobb Energy, Cobb EMC and Brown, the CEO of both.

In a settlement deal announced last week, defendants in the suit agreed to essentially dismantle the for-profit Energy. EMC would recover assets, and Energy's debt, by purchasing all of Energy's preferred and common stock. Brown would profit from the stock sale, and also get $478,000 to buy out his contract as Energy's leader. He will step down - but has until February 2011 to do so. If the deal is approved, EMC's board of directors will consider amending the bylaws to allow proxy votes by mail. The votes are now required to be cast in person.

Fletcher Thompson, a former member of Congress and an outspoken critic of Brown and the Energy/EMC arrangement, said he is shocked that plaintiffs Butch Thompson (no relation) and Bo Pounds agreed to the deal. He said he would rather see Energy go bankrupt, so "those that have preferred stock in Cobb Energy would not get their money."

"Mr. Brown should be very happy with the settlement," Thompson said. "It's very much to his advantage and very much to the disadvantage of EMC members."

David Flint, a lawyer for Cobb EMC, said last week that CEO Brown hated the settlement, but wanted to do what was best for the co-op. Flint defended Brown as a visionary. Flint and Pitts Carr, a lawyer for the plaintiffs, are the only two parties to the suit allowed to speak on the arrangement.

Earl Smith, a business and philanthropic leader in Cobb, said he is happy with the news.

"I am pleased that they came together with some sort of agreement," said Smith, a former Cobb Commission chairman. Smith had written a letter to the Journal's editor urging the sides to settle. "It's what I had hoped for, and it would have been nicer if it had been earlier, but I am simply very pleased," he said.

Bill Sharp, who is seeking election to EMC's board of directors, said the settlement is a good idea.

"They made great strides forcing them to buy back Cobb Energy," he said. "But the problem is, the CEO (Brown) is going to enrich himself greatly."

A key part of the arrangement mandates EMC directors to meet within 60 days of approval to determine how members can vote for directors. Current bylaws require EMC, which has 200,000 members across five counties, to accept only votes made in person at the annual meeting.

Cobb Superior Court Judge Steven Schuster ordered last summer that the 2008 election, set for Sept. 4, be postponed.

The meeting was held without the election, and Deborah Allen was among angry members who criticized the board.

Of the settlement, Allen, of northeast Cobb, said: "My first thought is, good. My second thought is, I wonder if this is because they never released the 2007 financials, and they knew they were going to get caught."

Hart Ramm, who is also seeking election to the EMC board, hopes mail ballots will be allowed.

"I think it makes sense," Ramm said. "But in order for it to make sense, all candidates for the board have to be able to inform all members what they propose." He suggests including candidate information in customer bills, and posting it online.

Allen agrees that the possible bylaw change will help.

"It will be fairer to let members vote by mail," she said. "I never thought I had to go to the meetings, because I completely trusted the board members."

The settlement did not receive many favorable comments on the Journal's website, www.mdjonline.com.

"As an EMC member, I don't like this 'settlement' at all. (President and CEO of both Energy and EMC Dwight) Brown & wife are still sitting pretty," said an online blogger who goes by the name, EMC Members Screwed & Brown Set for Life.

A blogger named Robbed, says, "From this 'settlement' Brown & his wife get their comfortable retirement and their children's inheritance settled. What do the EMC members get? More debt."

The settlement, filed in Cobb Superior Court on Oct. 30, includes: the buyout of all Energy's preferred and common stock by EMC, giving the co-op 100 percent ownership of Energy; the spin-off of most Energy subsidiaries, except for the three that are related to utility operations; all meters and employees revert from Energy to the co-op; canceling the 40-year management contract, which includes an 11 percent management fee EMC has been paying Energy; the $478,000 buyout of Brown's contract to lead Energy; allowing Brown to continue as CEO and president of EMC until Feb. 11, 2011; and possibly amending EMC bylaws regarding how members elect directors and benefits offered to those directors.

Any party can back out of the deal by Nov. 10. The sides are now reviewing an international banking firm's "fairness letter" on the stock purchase. Judge Schuster could give final approval to the deal at a hearing scheduled for Dec. 2.

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