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Cherokee Tribune - Accountability demanded of EMC directors
Accountability demanded of EMC directors
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Published: 09/06/2008


By Kim Isaza
Cherokee Tribune Staff Writer

One day after the explosive Cobb EMC members meeting, some wondered how much of an impact the members would have on the co-operative's directors.

Hundreds of boisterous member-owners demanded accountability from the directors at the meeting. Multiple motions carried easily. Among them: that the entire board resign immediately; that the directors eliminate any conflicts of interest with the for-profit Cobb Energy; that financial data for EMC be separated from other entities such as Gas South; that the salaries and perks received by the directors be included in the annual meeting. Lawyers for the board insisted the motions were "not binding" on directors, but would be considered.

"There's no doubt in my mind they're going to ignore" the motions, Deborah Allen said Friday. At Thursday's three-hour meeting, she told the directors plainly: "I don't trust you all anymore."

"I resent the implication that we were all there at the behest of the plaintiffs," she said from her northeast Cobb home Friday afternoon. "I don't know those lawsuit people. I'm just so tired of having institutions I believe in turn into something they aren't supposed to be."

She said she watched from the front row Thursday as the board of directors "walked into a buzzsaw. They were caught flat-footed. The minute it started, it was like 'oh my God.' Their cellphones were coming out, they were whispering behind papers.

"They thought it was going to be business as usual. They were up there watching calmly as if 'let's let the kids have their temper tantrum and then we'll get on with things,'" she said.

She pointed out that when CEO Dwight Brown spoke at the end of the meeting, he did not acknowledge the complaints.

"He didn't want to throw gasoline on the fire, bless his heart," Allen said.

Dorsey Dodgen, who lives in northeast Cobb and whose family has belonged to the co-op "from the beginning" in 1938, attended his first members meeting Thursday. He said he is not well-informed on the relationship between EMC and Energy, "but it sounded like kind of a weird arrangement."

As for one person leading a nonprofit and a for-profit at the same time, as Dwight Brown does with EMC and Energy: "That's like a union chief being CEO of the corporation," Dodgen said.

A group of EMC members filed suit against Brown, the companies and their directors last fall, arguing clear conflicts of interest in the operations of Energy and EMC. Negotiations are pending in the case, which could go to trial in Cobb Superior Court next month.

Dodgen said a friend of the plaintiffs' asked him to attend Thursday's meeting, and he was "glad he did."

Brown and the EMC directors do have the support of other members, among them Jack Eaton of east Cobb. Eaton is retired from a career in sales management.

"It never ceases to amaze me how many experts there are who think they know how to manage a company," he wrote Friday morning in an e-mail to the Journal.

"I can't even imagine what would happen if all the top management and directors resigned from Cobb EMC within 30 days. The great service, and the low prices we are paying for power, would disappear very quickly I'm sure. ...

"There was great applause every time the subject of the great service we receive from the outstanding staff at Cobb EMC. Who do they think hires these great service people, and encourages them to produce the greatest service ever? It all starts with people like Dwight Brown!" Eaton wrote.

In comments to the story posted on the Journal's Web site, a writer identified as Danny Fortney says: "This forum was a lynch mob and had no place at this meeting for the specific reason that this matter is in the courts to be decided. The Plaintiffs wanted trial and verdict here yesterday and have impugned some very respectable and honest people as well as this well run organization. ... Working up a crowd and crying foul without any evidence is representative of what happened here yesterday."

Lester Tate, an attorney representing six of EMC's directors in the lawsuit, said his clients were likely uncomfortable at the meeting, as anyone would be when criticized.

"But they are confident they've done their job and done it well," Tate said.

"I think that they will listen to what members had to say and what their impressions were, just like they would listen to anybody that called them on the phone or wrote a letter," he said.

His clients "feel strongly that they're there to serve members of EMC. They will certainly take into account that a good part of what went on yesterday was whipped up by plaintiffs and lawyers and may not be representative of the other 190,000 members of EMC," Tate said.

"The directors take very seriously what their duties are. They're going to make decisions based on the facts and not based on a small group in a lawsuit trying to intimidate them," Tate said.

Fletcher Thompson, a former member of Congress and an EMC member since 1981, said he thought the meeting went "very, very well." On Thursday, he was the first to criticize the directors, who he said have "simply taken a position of public trust and turned it into private profit."

"I consider myself fairly astute. As I see it, if Energy is such a wonderful opportunity for EMC, it would be better for EMC to retain 100 percent ownership of Energy," he said.

"I feel there is a definite effort to thwart the will of the membership by the trustees and officers of EMC and Energy," Thompson said.

kisaza@mdjonline.com


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