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"Remove every - every - incumbent board member of Cobb EMC, and get the stench out of there." - Georgia consumer advocate Clark Howard
Cobb Alliance for Smart Energy – CASE
www.cobbemcwatch.org
Another Outrage from Cobb EMC – Bylaw Changes Bypass Members - Embattled Directors Entrench Positions as Elections Approach and Investigations Continue
E-bulletin – March 2010—The changes are "egregiously and outrageously against the interests of the members."—Attorney Pitts Carr, lawyer for co-op members suing Cobb EMC to foster transparency and accountability.
The incumbent Board of Directors on February 23 took further steps to solidify their hold on office and to insulate themselves from accountability by adopting changes to the bylaws that make it more difficult for members to introduce resolutions and proposals at the annual membership meetings. The Board of Directors, without consulting members, adopted amendments requiring members to submit, in writing, any issue or proposal to be considered at an annual meeting 70 to 100 days in advance of that meeting. This new restriction goes against the grain of practices in place since the co-op’s founding in 1938. Members have historically been able to bring up new matters or business for discussion at the annual meetings and bring them to a vote.
The amendment includes other details about submitting notices that, in CASE’s opinion, are deliberately confusing and almost impossible for members to understand. The amendment contains this stipulation about submitting notices: “provided, however, that if, and only if the annual meeting or substitute annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date, such member's notice must be delivered by the later of (A) the twentieth (20th) day following the Annual Meeting Announcement Date (as hereinafter defined) and (B) the date which is seventy (70) days prior to the date of the annual meeting or substitute annual meeting.”
If any of our readers understand the above verbiage and can explain it to the rest of us, please send us your findings, and we will publish it on our web page
We agree with Attorney Pitts Carr, who stated: “This brain teasing equation can have one goal and one goal only - to make it virtually impossible for members to meaningfully bring up new business at the annual meeting..." According to media reports, Pitt’s legal partner added: “…this is a pure power grab and effort to tighten management's control over the entire EMC and its funds. It is wrong.”
A commentator in the Marietta Daily Journal on March 2 echoed these same sentiments, in a column titled Cobb EMC clique continuing power grab. “The clique that’s been running the Cobb EMC for far too long keeps coming up with new ways to prevent the members from upsetting management’s chokehold on the cooperative. The message that’s been sent over and over to members is that they don’t really own the co-op -- it belongs to the management. So the members are told, in effect, sit down and shut up. If more proof were needed, it’s provided in new bylaw changes.”
In CASE’s opinion, this attempt to stifle members’ opinions is a direct outgrowth of the last annual meeting in September 2008. The members overwhelmingly approved resolution after resolution offered from the floor condemning the co-op’s leaders and their financial and administrative practices that appeared to enrich the leaders at the expense of members. One resolution called for the immediate resignation of the entire Board. The Board, it seems clear, is attempting to preempt any such outpouring of members’ wrath at any future Board meetings. (Cobb EMC ruled that the resolutions passed by the members in 2008 were not legally binding).
The Board, of course, depicts the new amendments differently. Officials are quoted as saying that the changes will "encourage greater and more informed member participation at annual meetings." We encourage our readers to go the Cobb EMC web site, read the amendments verbatim, and come to their own conclusion.
Proxy vote amendment. A second bylaw amendment approved last week, allowing members to vote by proxy at annual meetings on matters other than voting on directors, also serves the self-interests of the incumbents, in CASE’s view. CASE agrees with Georgia State law professor Jack Williams, an expert quoted last year in an Atlanta Journal-Constitution assessment of proxy voting in Cobb EMC, who said: “Proxies are excellent management entrenchment tools.” The experts believe that proxy voting empowers management because management has the resources — mailing lists, customer-funded mailings — to control the result.
Members Opinions Be Damned. Need we belabor the obvious point: These precedent-shattering amendments were adopted without one iota of membership review, much less approval. Some Directors would normally be voted on every year, but there have been no elections in Cobb EMC since 2007, due to court orders related to the lawsuit brought by reform-minded members in support of more accountability. The scheduled 2009 meeting was not even held, for the same reason. And members of this supposedly membership-controlled co-op, of course, are not allowed to attend Board meetings to express their opinion, much less be formally polled.
A co-op that some consider the most out-of-control in the United States bulldozes ahead, committing massive resources for decades to come to build two new coal-fired power plants in Georgia, without one iota of oversight by its members. Meanwhile, the Georgia Court of Appeals continues its somnolent approach to decision-making, and our elected officials seem simply to have gone to sleep.
Presumably, elections will come at some point this year. All 10 members of the Board of Directors are scheduled to be voted on at some point.
For more details, go to our web page at www.cobbemcwatch.org and check out our Election Primer and NEWS article on “Democracy Denied”.
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