DEAR EDITOR:

In yet another example of their self-serving entrenchment, the board of Cobb Electrical Membership Corp. recently passed a bylaw amendment creating the appointment of "emeritus directors." They will be allowed to attend board meetings and provide counsel to the board of directors. They will be compensated for their attendance and expenses "as determined by the board of directors."

These appointments are flagrantly designed to provide a coterie of supporters for the incumbent directors who are already under attack in the courts and in the court of public opinion for failing to uphold their pledge to do what is best for the membership.

Even worse: These appointed emeritus directors would stay on, even if the directors who appointed them were voted out of office. Some of those directors are being investigated by the Cobb district attorney for allegedly fleecing the co-op's assets for their own self enrichment. In 2008, the board faced a lawsuit by disgruntled members alleging other acts of malfeasance and mis-administration. The lawsuit was settled largely in the plaintiffs' favor. This is not the kind of "experience and judgment" we should want to reinforce in the co-op's leadership.

The new amendment also states: "In addition, the Cooperative shall, to the maximum extent permitted by law, advance expenses to, and indemnify, each person who is, or was, an emeritus director, against all expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is, or was, an emeritus director."

In short, any emeritus director will essentially be absolved of any financial penalties stemming from their acts and decisions. Cobb EMC - meaning, the members - apparently will pay whatever legal fees an emeritus director may incur. This is the most all-encompassing, get-out-of-jail pass ever issued. How can this amendment possibly be construed as in the best interests of the membership?

It is a grave insult to the Cobb EMC membership to suggest, let alone require, that members be on the hook for the more legal fees resulting from any malfeasance by the board. Let's not forget the unknown legal fees that may yet arise in connection with the ongoing criminal investigations. View the full amendment at www.cobbemc.com/en/About-Cobb-EMC/Bylaws-and-Service-Rules.aspx

Crystal Miron
The Cobb Alliance for Smart Energy