Still, the 268 members who attended were more than the 150 needed for a quorum. The meeting, held at Piedmont Church in east Cobb, began just after 10 a.m. and lasted more than three hours. Members voted on the four questions by raising lime-green paper fans.
Director Rudy Underwood gave an overview of the bylaws as proposed by the 10-member board of directors. The new rules allow members to attend director meetings and vote in future meetings by mail or electronic balloting, among other provisions. The bylaws also limit directors to serving four, three-year terms (12 years total), an issue that was the subject of later debate on a member-proposed amendment.
“Is it perfect? I doubt it,” Underwood said of the bylaws. Still, he argued that the changes give greater member control over the directors to prevent the same kind of activity that forced members to sue the utility in 2007 and that led to the criminal indictment of former CEO Dwight Brown.
Tom Barksdale, head of the Cobb Alliance for Smart Energy, said his group “finds much to be commended in the bylaws,” but also sees flaws. Among the most serious, he said, were that the board should not have veto power over members’ rights to speak at meetings.
“Clearly these need further refinement,” he said.
Member David Welden recommended the board appoint a committee of members to “cherry pick” the best ideas from members for future changes to the bylaws.
“For now, I recommend we give this board our vote of confidence,” he said.
Members rejected two alternate bylaws proposed by member Paul Chellis: term limits of three, three-year terms (9 years) with an option for a director to be elected again after sitting out one term, and an option for greater proxy voting. Chellis proposed his issues to Cobb EMC on July 5, he said.
“The only argument I heard in favor of 12 years is it’s a long learning curve. Give me a break,” he said. “We’ve seen what can happen with long-entrenched board members. Nine years is long enough.”
Members also rejected former Congressman Fletcher Thompson’s proposed “members bill of rights.” His proposal — originally made at the 2008 members meeting — was not included in the packets mailed to members for this meeting.
It was also the first issue members decided on Saturday, and thus the vote was on whether to add it to the “old” bylaws, which were in effect at that moment. Members were told that if they approved the bill of rights and subsequently approved the new bylaws, the bill of rights would be null, a turnabout that left many scratching their heads.
Thompson’s bill of rights stated, among other provisions, that no Cobb EMC money could pay attorney fees for any officer, director or employee indicted for a felony involving the alleged theft, conversion or embezzlement of Cobb EMC’s funds or property, though if such person were later acquitted of the charges, the company would reimburse his or her fees.
Several speakers lauded Thompson’s efforts but said the board’s new bylaws effectively enacted many of his ideas.
“This new board is here without a bill of rights,” said Butch Thompson, one of the plaintiffs who sued the utility in 2007 and no relation to Fletcher Thompson. “I’m proud of this board. In five months, what they’ve accomplished deserves every vote of confidence.”
Tom Schroeder said he “loves what Fletcher Thompson has done” but suggested the bill of rights be adopted later, calling it an exercise in futility.
“One thing that sticks in all our craws is we’re paying for the defense of Dwight Brown,” he said.
Crystal Miron, of north Cobb, a member for about eight years, pointed out that Fletcher Thompson had been working on his proposal for years.
“The board has had a few months. Give the guy some credit,” she said, urging the members to vote for the bill of rights as a public show of support for the idea.
After the meeting, Fletcher Thompson said he was disappointed.
“I obviously didn’t get what I wanted, but I’m encouraged we’re going to get something good,” he said. “We’ve got a good board. They’re very conscientious.”
Member Andy Padgett of northwest Cobb, a 36-year member of Cobb EMC, said he didn’t vote yea or nay on the bill of rights question “because it was useless. And I think that’s wrong,” he said.
Board Chairman Ed Crowell said after the meeting that the directors would continue discussing whether a bill of rights is warranted in the future.
“But all the things that led to the trouble are gone now,” he said.
This was the fourth time members have gathered in the last year. 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.