Cobb EMC CEO reveals annual salary, two directors will not seek reelection
by Kim Isaza
newseditor@mdjonline.com
September 28, 2011 03:53 PM | 6113 views | 37 37 comments | 33 33 recommendations | email to a friend | print
CEO Chip Nelson announced Wednesday several new steps toward transparency for Cobb EMC along with the news that two of the longest serving board members — Chairman Larry Chadwick and Vice Chair Sarah Brown — are stepping down.<br>Staff/Laura Moon
CEO Chip Nelson announced Wednesday several new steps toward transparency for Cobb EMC along with the news that two of the longest serving board members — Chairman Larry Chadwick and Vice Chair Sarah Brown — are stepping down.
Staff/Laura Moon
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Two of the longest-serving directors of Cobb EMC will not seek re-election, the EMC’s new chief executive said Wednesday as he announced several steps at increasing transparency for the nonprofit electric cooperative. CEO Chip Nelson also said the board of directors will likely decide in late October whether to order a forensic audit of the company.

Larry Chadwick, who has been a director since 1982 and chairman of the board since 1988, and Sarah Brown, who joined the board in 1979, will not seek reelection, Nelson said. Their seats are up for election in February and May.

He also hinted strongly that others on the 10-member board may also exit. When asked if the other eight members still intend to seek reelection, Nelson replied: “I’m not going to say all the others are.”

On Nov. 12, four seats on the board will be up for election. Those are in Areas 1, 6, 7 and 10, seats now held, respectively, by Don Barnett; Al Fortney; R.J. Patel; and Henry Balkcom.

Two more rounds of elections are scheduled for Feb. 18 and May 12.

Nelson spoke to reporters at EMC headquarters Wednesday afternoon to unveil eight “new day transparency initiatives” that he said are unprecedented for Cobb EMC.

Perhaps most notable to members, bills going out in October will say “Cobb EMC” — not Cobb Energy, as they do now. Cobb Energy is the for-profit company set up in the late 1990s that led to the 2007 lawsuit by members who claimed the cooperative’s assets had been drained. However, the name of the Cobb Energy Performing Arts Center will not be affected.

The company will also begin releasing quarterly earnings reports, with the first such report — for the quarter ended July 31 — posted online perhaps as early as Friday. Shortly after he was named CEO in July, Nelson told the Journal he wasn’t sure of the need to release such reports.

In January, Cobb EMC could become the first electric cooperative in the state to open its board of directors meetings to members and the press.

“I’m confident it will be passed at the October meeting (of directors),” Nelson said. Although exact logistics are still being worked out, the meetings would likely have a public comment portion. Meeting agendas would also be posted online in advance of the meeting.

Nelson said current board meetings tend to last about 90 minutes, though the board of directors met for four hours on Tuesday. He expects a crowd to attend at first, so executives intend to hold the meetings in the community room.

“That first one we may have to have in an arena,” Nelson joked.

But not all business will be conducted in open session, such as power negotiations and personnel issues, he said. Those types of actions will be done in executive session.

“You’re not going to get a power supplier to bid and expose his prices,” Nelson said. “It just won’t happen.”

In another effort at being more transparent, Nelson again reversed course and disclosed that he is being paid a base salary of $474,00. With full benefits, his total compensation comes to $483,000, he said. In July, Nelson said that he didn’t see a reason to disclose his salary and that “possibly it could do more harm than good.”

By contrast, Dwight Brown, the former head of the company, was paid $575,000 in salary in 2010.

And Randall Pugh, the chief executive at the state's largest EMC, Jackson EMC, earns $425,000 per year, a spokeswoman said.

Come Jan. 1, all 550 employees of Cobb Energy will be returned to Cobb EMC. The employees were transferred to Cobb Energy when that company was created and have never been returned.

“We think employees should be working for Cobb EMC,” Nelson said. Assets of the nonprofit, such as meters, were also moved to Cobb Energy, but those have all since been returned, he said.

Nelson is also sticking with his idea for a 10-12 member “advisory board” of members to act as a sounding board for management and directors.

“They’re really catching the temperature of members,” he said. He was vague about who would choose the members, though he said the plaintiffs who brought the lawsuit in 2007 could appoint some.

“We need them to come here with a heart to help the EMC ... an open mind,” he said.

Also, the cooperative has a new financial management plan that includes retiring capital credits, which members could see as a credit on their bills early next year.

And lastly, the EMC is seeking a new design of its logo, perhaps a new “face” to go with a new day. Design work for the logo has just gotten started, Nelson said.

As for a forensic audit, Nelson said he has been told that it could cost $800,000 to $1.2 million, and insisted he doesn’t “have anything to fear from a forensic audit.”

“A number of members want that. ... We might as well consider it and see if it’s passed by our board and move on with it,” he said. The directors will take up the issue at their Oct. 25 meeting.

“We’re a cooperative. We’re owned by the members, and members have a right to know,” he said.

Plaintiff Tripper Sharp suggested the directors — most of whom are entitled to $211,000 in retirement pay from the EMC — could turn that money over to the EMC to help cover the cost of the audit.

“If they were truly wanting to provide transparency to the members and they’re worried about paying for a forensic audit, why not just turn over their retirement funds?” Sharp said. “I would think that if they had nothing to hide, they would have already commissioned an independent forensic audit. Why are they waiting until the 11th hour to come up with these efforts at transparency? They’re doing some damage control now — and I applaud them for finally seeing the light. But I wonder if it might be too late for them. All these things are what we’ve been wanting the EMC to do.”

Another plaintiff, Bo Pounds, agreed.

“We could have done all this $30 million ago,” he said, referring to both sides’ legal fees. “Suddenly they got religion — and that’s good.”
Comments
(37)
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oldtimerx100
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October 01, 2011
to anonymous,

I wonder what a forensic audit of the $400 million dollar in power purchases would show?

By the way, now that Cobb Energy is done, when is the name of Cobb Energy Center going to change? Maybe Mr. Brown can take his ill gotten gains and buy Cobb EMC out of its commitment?
sticktothetruth
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September 30, 2011
imeanwhatever has oversimplified the situation when he says Nelson was either complicit or incompetent. How can he possibly know that these are the only two conclusions? There are a lot of other likely possibilities but people like imeanwhatever and emcowner aren't interested in learning the truth since that may not fit their agenda.
stilllooking
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September 30, 2011
to anonymous:

people who speak out against breach of fiduciary duty lose their jobs. I know from experience.
Watcherofyou
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September 30, 2011
Looks like cobb is doing some of the things you members want.That is good.Sounds to me like Mr. Nelson is trying to reach out to the members.Its good to see the board deciding not to run.I just hope more members will run than those already running for the board.You need time to look at them and make the best choice.Watch out for those who are in this for themselves and not the members.There are snakes on both sides.WATCHEROFYOU
anonymous
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September 30, 2011
Or he thought it was wrong. But, if you remember the best lawyers in the land said it was legal. And, nothing to this point has been proven illegal. So, based on your assessment because he disagreed with what was going on he should have quit?? Instead he stayed and did his best to move the company in the right direction. And, now he has a chance to shape the company for the future.

If he had left, guess what the former bosses good friend would be your CEO. Not someone who had disagreed with the former boss in the past.

imeanwhatever
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September 30, 2011
@anonymous,

there could only be two conclusions regarding Nelson. Either he was complicit in Brown's alleged fraud or he was incompetent and should not be installed as the CEO. An executive of the company should know what is going on, and has to assert themselves in order to do their job. If Brown was able to hide his alleged from from Nelson this entire time, then Nelson walked around with blinders on, willfully neglecting his duties. If Nelson knew about the alleged fraud, he was under a fiduciary duty to the board and the members to disclose the fraud. So, either he CHOSE to know nothing or he CHOSE to not expose the fraud. Either way, both choices do not bode well for him as the CEO.
Bob Bummer
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September 30, 2011
A day late and a dollar short. Why hasn't the Cobb Energy name been retired and the EMC employees returned long before now? There is nothing wrong with the Cobb EMC logo leave well enough alone. When the new board is in place and we want to change it then we will. Capital credits should not be retired for the same reason. What about Southern Company Natural Gas I mean Gas South? Why is the EMC hiding the fact that it should be called Cobb EMC Natural Gas? All the other EMCs in the natural gas business have transparent names. What's up with ProCore Solutions? Is that EMC owned or are we paying them above average rates to answer customer service phone calls that the EMC should be doing in house? It is just way to late for this board and the new CEO to have a change of heart after having gone on record as having been against any of these reforms. I am for them finding a no cost way to retire the name Cobb Energy Centre.
anonymous
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September 29, 2011
EMC Owner, Your comments are getting old. Take from this EMC owner give the man a chance. I hope you never run for the board. You would be awful.

In the grand scheme of things all of this will have minimal impact on the EMC's bottom line. You better hope the new board doesn’t come in and try to micro manage the company.

The biggest issue facing the EMC is negotiating 400 million dollar power contracts not usless audits that will not reveal anything that has not already been revealed by the law suit.

Gee Golly Robin
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September 29, 2011
Every time Nelson speaks, realization gets closer to think the board screwed the public again by putting him in as CEO. He was Brown's whipping boy. $400k . What a joke with this guy.
Take Back Pensions
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September 29, 2011
A brilliant idea just came to me. If the board members are convicted of pillaging the EMC for millions, can we take away the outrageous pensions.

Are we going to pay pensions to felons who stole from "our" organization?
EMC Owner!
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September 29, 2011
Isn't this classic revisionism and rehabilitation? I'm sorry and I've changed. Are they sorry they did it or just sorry they got caught? A new logo will definitely help us forget what they have done and how much it cost. But then it is getting to be Halloween season and a new mask makes everything alright.
EMC Owner
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September 29, 2011
I will not accept any forensic audit initiated by this board of directors. These guys are crooks and don't think for a minute that they won't appoint some crony to do the audit. Don't waste our money. Allow us to vote you all out of office...then we can have a truly independent forensic audit. These guys are just trying to continue the same games they have been playing for the last four years.
New logo
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September 29, 2011
"And lastly, the EMC is seeking a new design of its logo, perhaps a new “face” to go with a new day. Design work for the logo has just gotten started, Nelson said."

How about a HAPPY FACE - not the dollar sign we have now.

emc owner
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September 29, 2011
EMC members, don't think the war is over, actually, it's just begun. We must replace this board and not let up until it's done!

An advisory board appointed by the current board and the former COO appointed by Dwight Brown and now the CEO hired by this board, what's that suppose to accomplish? Why not make the advisory board the 6 plaintiffs? Now that would be a worthwhile advisory board--actually, those six should be on the EMC board of directors.

As for the forensic audit, why the lack of enthusiasm, Chip Nelson? What is a measly $800,000-$1 million compared to the hundreds of millions lost to the corruption? Why aren't you pushing hard for a forensic audit? If you're really interested in a see-thru EMC, I would think you couldn't wait for it.
Take Back Cobb EMC
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September 29, 2011
Thanks to years of litigation and pressure from MEMBERS, Cobb EMC is finally starting to get with the program on transparency -- we applaud Mr. Nelson for opening board meetings.

We're still concerned, though, that there won’t be true transparency and operations of open democracy at Cobb EMC until the existing board is voted out and we elect new, accountable leadership to run the EMC. If we don't replace the board, what's to stop those board meetings from closing right up as soon as elections are over? And a forensic audit is the right direction, but the current board cannot be trusted to do this level of investigation.

We are pleased that Board members Brown and Chadwick are stepping down (relatively) gracefully – we hope that other members of the board will follow their lead.



We hope yesterday’s announcement signals a new, transparent direction for Cobb EMC, but we’ll believe it when we see it. And we’ll believe it when it’s not the same, entrenched board members saying it.

Slippin Away
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September 29, 2011
Chadwick & Brown, did y'all finally see the real light? Not the glow of Dwight Brown. I know one of you thought he was so impressive & hung the moon & stars. My, my what will y'all do at the Wednesday night church suppers? Will y'all still suck up to your fellow church members?

At least y'all can add the retirement and insurance benefits to your portfolio and enjoy life, while the rest of us try to survive-honestly!
EMC Owner
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September 29, 2011
Dear Chip,

You can put lipstick on a pig, but will always be a pig.

Sincerely,

Your Boss
management101
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September 29, 2011
Any forensic audit should include Cobb Energy and Cobb EMC as well as Ashby Consulting, Pro Core, Energy Consulting Group, Allied Engineering, Red Clay, Gas South and what other companies are uncovered. The meetings should be open enough to assure there won’t be “no bid” contracts anymore with these companies as well as others that they do business with. Shareholder members should be able to benchmark and evaluate the performance of any and all contracts awarded.
Tom Drago
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September 29, 2011
The entire board should take the lead of Chadwick and Brown and not stand for re-election. In addition, the new board and the proposed advisory board should be term limited and payment for serving needs to be brought in line with other boards of directors. But the bottom line of all of this is that the 190,000 members of Cobb EMC need to be more involved so that the events that have led to the present problems don't happen again.
Dan Davis
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September 29, 2011
I have a couple of suggestions for a new byline to go with the new logo:

Cobb EMC

See? We're Not So Bad...

Cobb EMC

Working Hard to Revise History
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