But the new board of directors, all 10 of whom have been elected since November, has proposed a new set of bylaws that they will ask members to approve when they gather at Piedmont Church, 570 Piedmont Road in east Cobb, at 10 a.m. Saturday. Registration begins at 8 a.m., and members will need to show photo ID to register.
The proposed bylaws include some efforts to improve transparency and member participation within the nonprofit electric membership cooperative, including allowing members to attend board meetings and to allow future voting by mail and electronic ballot.
“We don’t really know what the turnout will be since this is the first annual meeting we’ve had in awhile that doesn’t involve elections of directors,” said Mark Justice, the company’s associate vice president of community relations.
Members have gathered three times in the past year, and turnout dwindled at each meeting, all of which featured contested votes. Last Sept. 17, when members came together for the first time since 2008 to decide a court-ordered question of mail-in ballots, turnout was 3,688 of the 174,000 members, or 2 percent. After that, director elections in November and March both saw turnout around 1 percent.
Although the March 31 elections also included two runoff races, the proposed bylaws still demand that candidates get a majority — 50 percent plus one vote — to win a seat on the board of directors.
Board chairman Ed Crowell said the directors agreed no one should become a director without getting a majority.
“If we went with a plurality, we could have a situation where 70 percent or even more of the voting members would vote against a candidate, but there could be so many folk running that that candidate might still be the winner with only 25 percent or 30 percent of the vote.
“Even though it could conceivably mean more cost if there was a runoff election, overall we believe it is better for the long-term success of Cobb EMC to ensure that each director is put in place by a majority of those who vote,” Crowell said.
On other issues, Justice confirmed that Cobb EMC and its insurers are still covering the cost of criminal defense for indicted former CEO Dwight Brown. The company has spent a total of $1.9 million to date, and has been reimbursed just over half that amount from its insurers.
The company is not paying Brown’s legal bills in his bid to win $1.8 million in consulting fees from the company.
Utility leaders had also been previously criticized for its many high-priced consultants, among them J.W. Rayder, who testified in May 2011 that he was paid about $30,000 per month as chairman of the management committee of Gas South and also billed Cobb EMC $40,000 to $50,000 per month in consulting fees, at a rate of $400 per hour. Gas South is a wholly owned subsidiary of Cobb EMC.
“J.W. Rayder is still working on contract evaluations as part of the Cobb EMC RFP for power supply,” Justice said in an email this week. “J.W. Rayder is not working with Gas South.”
As for how much Rayder has been paid by Cobb EMC or any of its related entities since Jan. 1, Justice said, “The figures are not available at this time.”
Justice also could not say how much consultant Anis Sherali has been paid since Jan. 1.
“Anis is an employee of Energy Consulting Group which is owned by (Cooperative Energy Inc.) CEI,” Justice said. “ECG does engineering work for CEI. CEI is the (GSOC) Georgia System Operation Corporation scheduling group of which we are currently a member. We have given the required official announcement that we are exiting that group.”
The Journal reported last week that the Marietta law firm of Moore, Ingram, Johnson and Steele would be replacing the retiring Bob Silliman as the utility’s general counsel.
Silliman “is paid a monthly retainer, he receives a per diem for attending Board and Committee meetings and he is paid an hourly rate for other work he is asked to do for the company,” said Robert D. Steele, the utility’s chief financial officer.