Three cheers for the three judges of the Georgia Court of Appeals for their unanimous decision blocking the Cobb EMC ruling clique's brazen power grab and striking a blow for the rights of longsuffering cooperative members.

Presiding Judge Edward H. Johnson and Judges Anne Elizabeth Barnes and Herbert E. Phipps got it right, finding numerous errors in Superior Court Judge J. Stephen Schuster's ruling that basically had given EMC bosses everything they wanted in the Case that Never Dies.

The appellate panel riddled the claims of the EMC bosses who agreed to a settlement that specified the plaintiffs would propose a resolution to allow members "the right to vote for directors by mail-in ballots" at a meeting of members, and that the EMC would send a notice to all members about the meeting.

Instead, the EMC board of directors summarily adopted bylaw amendments to circumvent the very settlement they had accepted. Their new bylaws authorized proxy voting - never used since the EMC was formed in 1938 - limited members to agenda items prepared by the directors and increased the number of directors required to call a special meeting of members.

The proxy amendment, the court found, was "contrary to the terms of the settlement agreement." That agreement provides that the proposed resolution regarding future election of directors would "be presented for Cobb EMC member consideration and vote at the next meeting of Cobb EMC members."

Flying in the face of that plain language, the new bylaw amendment decreed that members would "appoint a proxy manager to vote their shares at least five business days prior to the meeting" but no means were provided "for members to consider and vote upon the resolution 'at' the special meeting," the court said.

"The trial court (Schuster) erred in allowing Cobb EMC to modify the voting procedures in a manner contrary to the plain and unambiguous terms agreed upon by the parties," the appellate judges wrote.

The appeals panel said "any finding that the amendment constituted 'full cooperation'" with the plaintiffs per the settlement agreement "was clearly erroneous."

The court agreed with the plaintiffs that the agreement "expressly provided" that they would "prepare the resolution regarding future voting of directors" and "would suggest security measures to ensure that elections were conducted fairly."

In addition, since the parties agreed "a" proposed resolution regarding election of directors would be submitted to the members and the plaintiffs would prepare the resolution, "the trial court erred in allowed Cobb EMC to submit its own resolution regarding director elections."

The appeals panel remanded the case to Schuster "to issue an order, consistent with this opinion, that enforces the terms of the settlement agreement."

The EMC bosses might appeal to the Georgia Supreme Court, but that would be a very long shot, considering the unanimous decision by the Court of Appeals.

The ruling by the three judges provides plain and simple justice heretofore denied Cobb EMC members and reaffirms our faith in our state's judiciary.

dmckee9613@aol.com