A look at proposed Cobb EMC bylaw changes
September 13, 2012 05:50 PM | 1474 views | 3 3 comments | 7 7 recommendations | email to a friend | print


My name is Eric Broadwell and I was elected to the board of Cobb EMC this past March. I would like to respond to the recent letter to the editor about the new Cobb EMC bylaws by Paul Chellis and Grover Paulsen.

First I would like to discuss the term limits they are proposing. Yes, it is a question of either 12 years as I campaigned for, or nine years as they have offered, sort of. The proposed amendment allows a director to serve for nine years take a one-term break and come back for another nine years. While Paul and Grover campaigned with me on the trail to my election, I believe we must first look into what goes into being a director and why nine years might not be enough.

The board only meets a planned 12 times a year. This is not a lot of time to form a team and learn the working of the Co-op. There are additionally committee meetings of a subset of the board that meet every month or more depending on the workload. As a director you have to learn the fast-paced workings of the meetings and the parliamentary procedure by which they are run. Not everyone learned parliamentary procedure in college or has read all 669 pages of Roberts Rules.

Beyond that, in a utility there are many concepts to learn and the business behind each of them. For example, base power, peak power, surplus and emergency power and who supplies and buys these different power options. We also have to learn how Cobb EMC relates to Oglethorpe Power, Georgia Transmission, Georgia System Operations and Georgia EMC. You have to learn the name and function of the hundreds of vendors that provide services to the EMC. A director must become knowledgeable on what regulations are involved or what laws constrain decisions and so on. My point is there is a “six-year degree in energy and finance” worth of information to learn. This learning has to occur while also managing over $650 million in budget items and operation costs of a business. It is a steep and monumental task.

Along with these basics is the fact that some important roles for a Cobb EMC director to play — such as gaining a seat on the board of Georgia Transmission Corporation or Oglethorpe Power. These seats are more influential based on experience and time on those boards. If Cobb EMC changes board members too frequently, we do our members a real disservice by limiting Cobb EMC’s influence on these other organizations.

As an engineer with exposure to the energy sector I understood the challenge at hand and campaigned for four terms. I broke them down like this: three years to learn, three years to be effective, three years to learn a leadership position, three years to be effective leading. The training investment to help speed up this guzzling of information for each board member is quite expensive and the per year cost analysis of nine years verses 12 years favors 12 years. The benefit of the training isn’t realized until about year four, but learning never stops.

Now one point to understand is that as the new elections begin to occur, a third of the board will be elected every three years and four terms is only the maximum as per the offered new bylaws. A four and done if you will. Members will have the opportunity to change some directors every year.

You can be guaranteed with the new board members that no point goes without debate and lengthy discussion. On this point we debated; no limits, five terms, three terms, one term, bench time and how it all relates when we lose a board member, etc. We concluded four and done was the best solution based on investment and effectiveness for the Co-op.

I would also like to address the proxy amendment offered. Paul and Grover would like to be able to collect votes via proxy and bring those to a meeting to be counted. This would be considered if we only voted in person at meetings. The proposed new bylaws offer a better model as they would add secure mail-in voting and secure electronic voting and in-person voting. These methods eliminate the need for proxies. It also allows every member to vote at their convenience.

The dangers of proxy voting are many and real, for instance, someone could single-handedly control a meeting by simply having more proxies than the total number of other members present. A member might sign more than one proxy, creating tremendous confusion. Competing special interest groups could get into “proxy wars” to push their agendas and turn a meeting into a politicized sideshow — none of this is good for Cobb EMC or for the membership. There would be no control over someone soliciting votes; explaining their interpretation of how to vote without the member making a truly informed choice.

Something that all of us on the board are exercising is the philosophy of “trust but verify.” In a proxy gathering situation, you may hear that a member has an issue with a proposed vote but later after reading the material as an individual you may disagree with that other member’s interpretation and you will be able to vote how you want on your own terms, be it in person, by mail, or on the internet. A proxy won’t allow that because you give up your vote to another person.

The new bylaws may need tweaking as time goes on, but as they are now they have been reviewed in committee and in board meetings paragraph by paragraph over 10 times. The new bylaws give clear reasonable processes for amendments and clearly state time constraints and meeting schedules.

I applaud Paul and Grover for using the system to offer changes, but in my opinion we have proposed the best set of bylaws for an EMC in Georgia. I look forward to seeing everyone at the annual meeting Saturday at 10 a.m.

Eric Broadwell
Board member, Cobb EMC

Comments-icon Post a Comment
September 14, 2012

You don't have to be there for twelve years to do what needs to be done. You just need to spend the first year cleaning house and then hiring competent, honest leaders for the company. It appears that you have wasted the first couple of months.

Nine years is more than enough!

September 14, 2012
Thank you, Eric, for your letter. Finally we're hearing from someone besides Ed Crowell--by the way, how long is his term as chairman? Hope it ends soon.

First of all, the owners of the EMC weren't even given the courtesy of reviewing the proposed bylaws before they were submitted. They were written by Dwight Brown's old bylaw attorneys which the new board hired, and so the bylaws are full of bad stuff. Where's the openness in that? In addition, we can't even amend them at the annual meeting.

Concerning term limits, I realize that this board is drinking from the fire hose right now with all you have to do. But that won't last that long.

After about a year, it will not be difficult for any of you. That means that for a part time job a board member receives approximately $35,000-$38,000 a year plus health insurance and life insurance. Not bad for, as you said, 12 regular meetings a year. 3 terms is enough!

It seems to me, that it's very tempting to want to stay on the board for the financial ride. Plus you have no oversight other than the members. There's no PSC, etc. who has any control over you.

Three terms is more than enough!!

your typical member
September 14, 2012
I find it hard to believe that a newly elected board member at Cobb EMC is so concerned about getting 12 years tenure. One of the biggest problems with the old board was they were there too long. So now we have a new member arguing for 12 years of tenure!

I have read through the new by-laws and the amendments and find them quite reasonable and feel they should be supported. The only reason I see why a newly elected board member would not support them is because that board member is now more interested in protecting his position than doing what is best for the membership.

I thought we had turned the corner with the new board (no more insider interests first), but this letter to the editor is now raising doubt with me.

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